UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 9, 2021, Radius Health, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 43,060,728 shares of common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 91% of the Company’s outstanding common stock as of April 12, 2021, the record date for the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 22, 2021 (the “Proxy Statement”).
Proposal 1 — The following nominees were elected as Class I directors to serve on the Company’s Board of Directors until the 2024 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified, based on the following votes:
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Nominee |
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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Owen Hughes |
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21,658,477 |
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19,186,176 |
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22,745 |
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2,193,330 |
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G. Kelly Martin |
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35,551,793 |
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5,292,254 |
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23,351 |
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2,193,330 |
Proposal 2 — The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021, was ratified, based on the following votes:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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43,001,783 |
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31,893 |
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27,052 |
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— |
Proposal 3 — The compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved, on an advisory basis, based on the following votes:
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For |
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Against |
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Abstentions |
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Broker Non-Votes |
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35,276,451 |
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5,553,747 |
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37,200 |
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2,193,330 |
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Proposal 4 — The frequency of future advisory votes on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved, on an advisory basis, based on the following votes:
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1 Year |
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2 Years |
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3 Years |
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Abstentions |
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Broker Non-Votes |
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40,736,332 |
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8,965 |
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93,260 |
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28,841 |
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2,193,330 |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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RADIUS HEALTH, INC. |
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Date: June 11, 2021 |
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By: |
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/s/ Averi Price |
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Name: |
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Averi Price |
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Title: |
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General Counsel and Chief Compliance Officer |
3
Document and Entity Information |
Jun. 09, 2021 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | RADIUS HEALTH, INC. |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Central Index Key | 0001428522 |
| Document Period End Date | Jun. 09, 2021 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-35726 |
| Entity Incorporation State Country Code | DE |
| Entity Tax Identification Number | 80-0145732 |
| Entity Address, Address Line One | 22 Boston Wharf Road, 7th Floor |
| Entity Address, City or Town | Boston |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02210 |
| City Area Code | 617 |
| Local Phone Number | 551-4000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.0001 par value per share |
| Trading Symbol | RDUS |
| Security Exchange Name | NASDAQ |