8-K 1 d768531d8k.htm 8-K 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): June 25, 2019



Intra-Cellular Therapies, Inc.

(Exact name of registrant as specified in its charter)



Commission File Number: 001-36274


Delaware   36-4742850

(State or other jurisdiction

of incorporation)


(IRS Employer

Identification No.)

430 East 29th Street

New York, New York 10016

(Address of principal executive offices, including zip code)

(646) 440-9333

(Registrant’s telephone number, including area code)

Not applicable

(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 Instruction A.2. below):


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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

Common Stock   ITCI   The Nasdaq Global Select Market

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 5.07

Submission of Matters to a Vote of Security Holders.

(a) On June 25, 2019, Intra-Cellullar Therapies, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders. Of 55,134,625 shares of common stock issued and outstanding and eligible to vote as of the record date of April 29, 2019, a quorum of 50,044,920 shares, or 90.77% of the eligible shares, was present in person or represented by proxy.

(b) The following actions were taken at such meeting:

1. The following nominees were reelected to serve on the Company’s Board of Directors as Class 3 Directors until the Company’s 2022 annual meeting of stockholders and until their respective successors are duly elected and qualified, based on the following votes:




Sharon Mates, Ph.D.

     44,757,935        278,309        5,008,676  

Rory B. Riggs

     42,024,333        3,011,911        5,008,676  

Robert L. Van Nostrand

     42,007,771        3,028,473        5,008,676  

2. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019 was ratified, based on the following results:


Votes For


Votes Against




Broker Non-Votes

49,901,379    132,388    11,153    0

3. On an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved, based on the following votes:


Votes For


Votes Against




Broker Non-Votes

32,961,244    11,184,888    890,112    5,008,676


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.



/s/ Lawrence J. Hineline

  Lawrence J. Hineline
  Senior Vice President of Finance and Chief Financial Officer

Date: June 26, 2019