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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 28, 2024
 
OPKO Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
  
001-33528
  
75-2402409
(State or Other Jurisdiction
of Incorporation)
  
(Commission
File Number)
  
(IRS Employer
Identification No.)
 
4400 Biscayne Blvd.
Miami,
Florida
  
33137
(Address of Principal Executive Offices)
  
(Zip Code)
Registrant’s telephone number, including area code: (305) 575-4100
 
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, par value $0.01 per share
OPK
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.
 
On March 28, 2024, OPKO Health, Inc., (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”).  Below is a summary of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting and the corresponding votes.
 
1. All eleven nominees were elected to the Board of Directors with each director receiving votes as follows:
 
Election of Directors
  
For
  
Against
  
Abstain
  
Broker Non-Votes
Phillip Frost, M.D.
  
417,952,041
  
22,474,563
  
6,171,466
  
84,699,761
Jane H. Hsiao, Ph.D.
  
413,880,317
  
26,420,093
  
6,297,660
   84,699,761
Elias A. Zerhouni, M.D.
  
414,360,287
  
26,147,182
  
6,090,601
   84,699,761
Steven D. Rubin
  
409,265,433
  
31,259,959
  
6,072,678
   84,699,761
Gary J. Nabel, M.D., Ph.D.
  
414,266,144
  
26,217,873
  
6,114,053
   84,699,761
Richard M. Krasno, Ph.D.
  
433,053,909
  
12,897,229
  
646,932
   84,699,761
Prem A. Lachman, M.D.
  
435,390,598
  
10,489,096
  
718,376
   84,699,761
Roger J. Medel, M.D.
  
435,237,621
   10,618,192   742,257   84,699,761
John A. Paganelli
  
415,788,107
   29,404,640   1,405,323   84,699,761
Richard C. Pfenniger, Jr.
  
419,052,214
   26,216,424   1,329,432   84,699,761
Alice Lin-Tsing Yu, M.D., Ph.D.
  
438,269,264
   7,742,819  
585,987
   84,699,761
 
2. The stockholders voted to approve an amendment to the Company’s amended and restated certificate of incorporation to increase the authorized number of shares of the Company’s Common Stock that the Company may issue from 1,000,000,000 shares to 1,250,000,000 shares as disclosed in the 2024 Proxy Statement for the Annual Meeting. The votes on the OPKO authorized share increase proposal were as follows:
 
For
  
Against
  
Abstain
    
             
492,393,778
  
37,918,739
  
985,314
    
 
3. The stockholders voted to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s 2024 Proxy Statement for the Annual Meeting. The votes on this proposal were as follows:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
             
431,121,613.12
  
13,954,192
  
1,522,264.675
  
84,699,761
 
4. The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes on this proposal were as follows:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
             
519,634,618
  
10,186,987
  
1,476,226
  
0
 
No other matters were considered or voted upon at the meeting.
 
 
 
 
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.
 
   
OPKO Health, Inc.
       
   
By:
/s/ Steven D. Rubin
Date: March 29, 2024
  
Name:
Steven D. Rubin
   
Title:
Executive Vice President-Administration