Item 5.07. Submission of Matters to a Vote of Security Holders.
Intercept Pharmaceuticals, Inc. (the "Company") held its 2019 Annual Meeting of
Stockholders (the "Annual Meeting") on June 20, 2019.
At the Annual Meeting, the Company's stockholders:
1. Elected, by separate resolutions, each of the ten nominees nominated to serve
on the Board of Directors until the 2020 Annual Meeting of Stockholders or
until their respective successors are duly elected and qualified.
2. Approved, on a non-binding, advisory basis, the compensation of the Company's
named executive officers as disclosed in the Company's Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission on
April 30, 2019 (the "Proxy Statement").
3. Ratified the appointment of KPMG LLP as the independent registered public
accounting firm of the Company for the year ending December 31, 2019.
The final voting results on each of the proposals submitted to a vote of the
Company's stockholders at the Annual Meeting are as follows:
Proposal For Withheld Non-Votes
1. The election, by separate resolutions, of
each of the following ten nominees to serve on
the Board of Directors until the 2020 Annual
Meeting of Stockholders or until their
respective successors are duly elected and
a) Paolo Fundarò (Proposal No. 1A) 19,323,365 1,112,306 4,656,113
b) Mark Pruzanski, M.D. (Proposal No. 1B) 19,348,881 1,086,790 4,656,113
c) Srinivas Akkaraju, M.D., Ph.D. (Proposal No.
18,522,612 1,913,059 4,656,113
d) Luca Benatti, Ph.D. (Proposal No. 1D) 20,282,199 153,472 4,656,113
e) Daniel Bradbury (Proposal No. 1E) 17,422,266 3,013,405 4,656,113
f) Keith Gottesdiener, M.D. (Proposal No. 1F) 20,340,638 95,033 4,656,113
g) Nancy Miller-Rich (Proposal No. 1G)
20,342,860 92,811 4,656,113
h) Gino Santini (Proposal No. 1H) 15,479,587 4,956,084 4,656,113
i) Glenn Sblendorio (Proposal No. 1I) 16,269,597 4,166,074 4,656,113
j) Daniel Welch (Proposal No. 1J) 20,250,038 185,633 4,656,113
Proposal For Against Abstain Non-Votes
2. The approval, on a non-binding,
advisory basis, of the compensation of
the Company's named executive officers
as disclosed in the Proxy Statement 20,048,861 364,116 22,694 4,656,113
3. The ratification of the appointment
of KPMG LLP as the independent
registered public accounting firm of
the Company for the year ending
December 31, 2019 24,881,456 172,724 37,604 -
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