Document


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): May 23, 2018
 
ZOGENIX, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
 
 
 
Delaware
 
001-34962
 
20-5300780
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
5858 Horton Street, Suite 455, Emeryville, CA
 
94608
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (510) 550-8300
(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))
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
The Annual Meeting of Stockholders of Zogenix, Inc. (the “Company”) was held on May 23, 2018. Represented at the meeting were 29,829,438 shares, or 85.29%, of the Company’s 34,973,300 shares of common stock outstanding and entitled to vote at the meeting. Set forth below are the final voting results for the actions taken by the stockholders at the meeting.
Proposal 1 — Election of Directors
The Company's stockholders elected each of the following directors to hold office until the 2021 Annual Meeting of Stockholders with each receiving the following votes:
Director Name
 
For
 
Against
 
Abstained
 
Broker Non-Votes
James B. Breitmeyer, M.D., Ph.D.
 
27,351,115
 
93,148
 
227,687
 
2,157,488
Stephen J. Farr, Ph.D. 
 
27,405,651
 
38,752
 
227,547
 
2,157,488
In addition to the directors elected above, Roger L. Hawley, Erle T. Mast, Renee P. Tannenbaum, Pharm.D., Louis C. Bock, Cam L. Garner and Mark Wiggins continue to serve as directors after the annual meeting.
Proposal 2 — Ratification of Selection of Ernst & Young LLP as Independent Registered Public Accounting Firm for the Year Ending December 31, 2018
The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2018, with the following vote:
For
 
Against
 
Abstained
 
 
29,562,058
 
43,647
 
223,733
 
 
Proposal 3 — Advisory Vote to Approve Compensation of the Named Executive Officers
The Company’s stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers, as disclosed in the Company's 2018 Proxy Statement, with the following vote:
For
 
Against
 
Abstained
 
Broker Non-Votes
27,296,361
 
132,987
 
242,602
 
2,157,488









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.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ZOGENIX, INC.
 
 
 
 
 
Date:
May 23, 2018
 
 
 
By:
 
/s/ Michael P. Smith
 
 
 
 
 
Name:
 
Michael P. Smith
 
 
 
 
 
Title:
 
Executive Vice President, Chief Financial Officer, Treasurer and Secretary