8-K 1 d937588d8k.htm FORM 8-K Form 8-K





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange act of 1934

Date of report (date of earliest event reported): May 28, 2015




(Exact name of registrant as specified in its charter)




  001-35900   26-4190792

(State or other jurisdiction

of incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)

3033 Science Park Road, Suite 300

San Diego, California 92121

(858) 652-5700

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)



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:


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))




Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 28, 2015, Receptos, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders. Three proposals were voted on at the meeting: (1) the election of each of William H. Rastetter, Ph.D., Richard A. Heyman, Ph.D., and Mary Szela as Class II directors to serve until the 2018 Annual Meeting of Stockholders; (2) the ratification of the selection by the Audit Committee of the Board of Directors of the Company of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2015; and (3) the approval of an amendment to the Company’s Employee Stock Purchase Plan, or ESPP, that modifies the evergreen provision to provide that the additional number of shares automatically added to the shares authorized for issuance under the ESPP on the first day of each fiscal year, commencing after the date of the ESPP amendment through January 1, 2023, shall be equal to the lesser of: (i) 1% of the outstanding shares on such date; (ii) 320,000 shares of common stock; or (iii) such lesser amount as determined by the Board of Directors.

Only stockholders of record as of the close of business on April 2, 2015 were entitled to vote at the 2015 Annual Meeting. As of April 2, 2015, there were 31,548,710 shares of common stock of the Company outstanding and entitled to vote at the 2015 Annual Meeting. At the 2015 Annual Meeting, 27,280,747 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum for the meeting.

The votes with respect to each of the proposals are set forth below.

Election of Three Class II Directors to Serve until the 2018 Annual Meeting:


Names of Director Nominees

   For      Withheld      Broker Non-

William H. Rastetter, Ph.D.

     16,653,861        8,918,645        1,708,241  

Richard A. Heyman, Ph.D.

     25,527,233        45,273        1,708,241  

Mary Szela

     25,512,237        60,269        1,708,241  

Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Year Ending December 31, 2015:








Broker Non-Votes


  8,025   785   0

Approval of amendment to the Company’s Employee Stock Purchase Plan








Broker Non-Votes


  4,837,891   3,093   1,708,241




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.


Date: May 29, 2015 By:

/s/ Christian Waage

Christian Waage
Senior Vice President & General Counsel