Form 8-K

 

 

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 8, 2012

 

 

Horizon Pharma, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35238   27-2179987
(State of incorporation)   (Commission File No.)   (IRS Employer Identification No.)
  520 Lake Cook Road, Suite 520, Deerfield, Illinois   60015
  (Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (224) 383-3000

 

 

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.

Set forth below are the results of the matters submitted for a vote of stockholders at our 2012 Annual Meeting of Stockholders held on June 8, 2012.

Proposal 1 — Election of Directors

The following directors were elected to serve for three-year terms until the 2015 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified.

 

Director Elected

   Number of Shares
Voted For
     Number of Shares Voted
Against or Withheld
     Broker Non-Votes  

Michael Grey

     24,993,270         4,401         2,574,942   

Ronald Pauli

     24,993,570         4,101         2,574,942   

Proposal 2 — Ratification of the Appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2012.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

27,561,213   11,400   0   0

Proposal 3 — Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

22,753,709   66,668   1,782,994   2,574,942

Proposal 4 — Indication, on an Advisory Basis, of the Preferred Frequency of Stockholder Advisory Votes on the Compensation of our Named Executive Officers.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

Broker Non-Votes

24,929,514   4,900   52,157   10,800   2,574,942

Consistent with the preference of our stockholders indicated by the voting results for Proposal 4, we have decided to include a stockholder advisory vote on the compensation of our named executive officers every year until the next required vote on the frequency of such advisory votes.


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.

 

    HORIZON PHARMA, INC.
    By:    /s/ Robert J. De Vaere
Date: June 11, 2012      

Robert J. De Vaere

Executive Vice President and Chief Financial Officer