UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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