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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2021

 

 

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:

 

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

 

Trading
Symbol(s)

 

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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 21, 2021, Intra-Cellular Therapies, Inc. (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 175,000,000 shares (the “Charter Amendment”).

As disclosed in Item 5.07 of this Current Report on Form 8-K, the Charter Amendment was approved by the Company’s stockholders at the 2021 Annual Meeting of Stockholders held on June 21, 2021. The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated in this Item 5.03 by reference.


ITEM 5.07

Submission of Matters to a Vote of Security Holders.

(a) On June 21, 2021, the Company held its 2021 Annual Meeting of Stockholders. Of 81,199,538 shares of common stock issued and outstanding and eligible to vote as of the record date of April 28, 2021, a quorum of 69,993,730 shares, or 86.20% of the eligible shares, was present 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 2 Directors until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:

 

Nominee

   Votes
For
   Votes
Withheld
   Broker
Non-Votes

Sir Michael Rawlins, M.D., FRCP, FMedSci

   62,424,611    141,990    7,427,129

Joel S. Marcus

   39,824,940    22,741,661    7,427,129

2. Approval of the Charter Amendment, based on the following results:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

67,497,527

  

2,481,221

  

14,982

   0

3. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was ratified, based on the following results:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

69,711,275

  

241,211

  

41,244

   0

4. 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

  

Abstentions

  

Broker Non-Votes

59,417,585

  

3,024,206

  

124,810

  

7,427,129


ITEM 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
Number
   Description
3.1    Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed with the Secretary of State of the State of Delaware on June 21, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

 

INTRA-CELLULAR THERAPIES, INC.
By:  

/s/ Lawrence J. Hineline

  Lawrence J. Hineline
  Senior Vice President of Finance, Chief Financial Officer, Treasurer and Assistant Secretary

Date: June 22, 2021