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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below, at its Annual Meeting of Stockholders (the “Annual Meeting”) on June 7, 2023, the stockholders of Ultragenyx Pharmaceutical Inc. (“Ultragenyx” or the “Company”) approved the 2023 Incentive Plan (the “2023 Plan”) and an amendment and restatement of its 2014 Employee Stock Purchase Plan (the “A&R ESPP”). The 2023 Plan and A&R ESPP are described in more detail in Ultragenyx’s 2023 Proxy Statement (“Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2023.
The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the 2023 Plan and the A&R ESPP, copies of which were filed, respectively, as Exhibits 4.4 and 4.5 to the Registration Statement on Form S-8 filed with the SEC on June 8, 2023 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2023, the Company held its Annual Meeting. As of the record date of April 17, 2023, 70,683,383 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 65,011,934 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting.
Proposal No. 1 – Election of Class I Directors
At the Annual Meeting, the Company’s stockholders elected the Class I director nominees below to the Company’s Board of Directors to hold office until the 2026 Annual Meeting of Stockholders or until their successors are elected. The votes on Proposal 1 were as follows:
Class I Director Nominees |
Votes For |
Votes Withheld |
Broker Non-Votes |
Emil D. Kakkis, M.D., Ph.D. |
58,836,682 |
1,148,744 |
5,026,508 |
Shehnaaz Suliman, M.D. |
55,707,622 |
4,277,804 |
5,026,508 |
Daniel G. Welch |
52,266,359 |
7,719,067 |
5,026,508 |
Proposal No. 2 – Approval of the 2023 Plan
At the Annual Meeting, the Company’s stockholders approved the 2023 Plan. The votes on Proposal 2 were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
41,971,776 |
18,008,590 |
5,060 |
5,026,508 |
Proposal No. 3 – Approval of the A&R ESPP
At the Annual Meeting, the Company’s stockholders approved the A&R ESPP. The votes on Proposal 3 were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
59,717,345 |
262,515 |
5,566 |
5,026,508 |
Proposal No. 4 – Ratification of Selection of Independent Registered Accounting Firm
At the Annual Meeting, the Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. The votes on Proposal 4 were as follows:
Votes For |
Votes Against |
Abstentions |
63,986,340 |
934,903 |
90,691 |
Proposal No. 5 – Advisory (Non-Binding) Vote to Approve Executive Compensation
At the Annual Meeting, the Company’s stockholders voted, on an advisory basis, in favor of a resolution approving the compensation the Company pays to its “named executive officers” as described in the Proxy Statement. The votes on Proposal 5 were as follows:
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
56,684,278 |
3,204,523 |
96,625 |
5,026,508 |
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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Ultragenyx Pharmaceutical Inc. |
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Date: |
June 13, 2023 |
By: |
/s/ Emil D. Kakkis |
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Emil D. Kakkis, M.D., Ph.D. |
Document And Entity Information |
Jun. 07, 2023 |
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| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 07, 2023 |
| Entity Registrant Name | Ultragenyx Pharmaceutical Inc. |
| Entity Central Index Key | 0001515673 |
| Entity Emerging Growth Company | false |
| Securities Act File Number | 001-36276 |
| Entity Incorporation, State or Country Code | DE |
| Entity Tax Identification Number | 27-2546083 |
| Entity Address, Address Line One | 60 Leveroni Court |
| Entity Address, City or Town | Novato |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94949 |
| City Area Code | 415 |
| Local Phone Number | 483-8800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value |
| Trading Symbol | RARE |
| Security Exchange Name | NASDAQ |