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 11, 2019

 


 

RA PHARMACEUTICALS, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 


 

 

Delaware

 

001-37926

 

26-2908274

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

87 Cambridge Park Drive
Cambridge, MA

 

02140

(Address of principal executive offices)

 

(Zip Code)

 

(617) 401-4060

(Registrant’s telephone number, include 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

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    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,
$0.001 par value per share

 

RARX

 

Nasdaq Global 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  x

 

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.  x

 

 

 


 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On June 11, 2019, Ra Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders.  A total of 36,890,756 shares of common stock were present in person or represented by proxy at the meeting, representing approximately 87.3% percent of the Company’s outstanding common stock as of the April 15, 2019 record date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 26, 2019.

 

Item 1 — Election of two Class III directors to serve until the 2022 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.

 

NOMINEE

 

Votes FOR

 

Votes WITHHELD

 

Broker Non-Votes

Aoife M. Brennan, M.B., B.Ch.

 

34,709,030

 

15,538

 

2,166,188

Timothy R. Pearson

 

30,061,242

 

4,663,326

 

2,166,188

 

Item 2 — Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.

 

Votes FOR

 

Votes AGAINST

 

Votes ABSTAINED

 

Broker Non-Votes

36,835,887

 

12,345

 

42,524

 

0

 

Based on the foregoing votes, Aoife M. Brennan, M.B., B.Ch. and Timothy R. Pearson were elected as Class III directors and Item 2 was approved.

 

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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.

 

 

RA PHARMACEUTICALS, INC.

 

 

 

 

 

 

Date: June 12, 2019

By:

/s/ David C. Lubner

 

 

David C. Lubner

 

 

Executive Vice President and Chief Financial Officer

 

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