rdus-8k_20190606.htm

 

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 6, 2019

 

RADIUS HEALTH, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35726

 

80-0145732

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

 

950 Winter Street, Waltham, MA

 

02451

(Address of principal executive offices)

 

(Zip Code)

(617) 551-4000

(Registrant’s telephone number, including 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 (see General Instructions A.2. below):

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))

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, $0.0001 par value per share

RDUS

The 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 

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.

On June 6, 2019, Radius Health, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 40,652,735 shares of common stock were present in person or represented by proxy at the Annual Meeting, representing approximately 88% of the Company’s outstanding common stock as of April 10, 2019, the record date for the Annual Meeting. The following are the voting results for the proposals considered and voted upon at the Annual Meeting, all of which were described in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 18, 2019 (the “Proxy Statement”).

Proposal 1 — The following nominees were elected as Class II directors to serve on the Company’s Board of Directors until the 2022 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified, based on the following votes:

Nominee

 

For

 

 

Against

 

 

Abstentions

 

 

Broker Non-Votes

 

Catherine J. Friedman

 

 

30,617,987

 

 

 

6,302,453

 

 

 

29,537

 

 

 

3,702,758

 

Jean-Pierre Garnier, Ph.D.

 

 

30,591,856

 

 

 

6,328,961

 

 

 

29,160

 

 

 

3,702,758

 

Jessica Hopfield, Ph.D.

 

 

36,489,156

 

 

 

453,089

 

 

 

7,732

 

 

 

3,702,758

 

Proposal 2 — The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019 was ratified, based on the following votes:

For

 

 

Against

 

 

Abstentions

 

 

Broker Non-Votes

 

40,506,199

 

 

 

120,751

 

 

 

25,785

 

 

Proposal 3 — The compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved, on an advisory basis, based on the following votes:

For

 

 

Against

 

 

Abstentions

 

 

Broker Non-Votes

 

 

34,884,296

 

 

 

2,047,182

 

 

 

18,499

 

 

 

3,702,758

 

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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.

 

 

 

 

 

RADIUS HEALTH, INC.

 

 

 

 

 

 

 

Date: June 7, 2019

 

 

 

By:

 

/s/ Jesper Hoeiland

 

 

 

 

Name:

 

Jesper Hoeiland

 

 

 

 

Title:

 

President and Chief Executive Officer

 

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