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): May 10, 2012
QUESTCOR PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
California | 001-14758 | 33-0476164 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
1300 Kellogg Drive, Suite D, Anaheim, California | 92807 | |||
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (714) 786-4200
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)) |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Questcor Pharmaceuticals, Inc. (the Company) held its 2012 Annual Meeting of Shareholders (the Annual Meeting) on Thursday, May 10, 2012, at its Northern California office, located at 26118 Research Place, Hayward, California 94545. At the Annual Meeting, the Companys shareholders: (i) elected each of Don M. Bailey, Mitchell J. Blutt, M.D., Neal C. Bradsher, Stephen C. Farrell, Louis Silverman, Virgil D. Thompson and Scott M. Whitcup, M.D., to serve on the Companys Board of Directors until the next annual meeting of shareholders and until the respective successor of each such director is duly elected and qualified, or until such directors earlier death, resignation or removal (Proposal No. 1); (ii) approved, on a non-binding, advisory basis, the compensation of the Companys named executive officers (Proposal No. 2); and (iii) ratified the appointment of BDO USA, LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2012 (Proposal No. 3).
As of March 20, 2012, the record date for the Annual Meeting, the Company had 63,284,779 shares of its common stock outstanding and entitled to vote. At the Annual Meeting, 55,256,570 shares of the Companys common stock were present in person or represented by proxy and entitled to vote. The following sets forth detailed information regarding the voting results at the Annual Meeting:
Proposal No. 1: Election of seven directors to serve on the Companys Board of Directors until the next annual meeting of shareholders and until his successor is duly elected and qualified, or until such directors earlier death, resignation or removal. Each of the nominees received votes from greater than a majority of the Companys outstanding shares of common stock.
Director | For | Withheld | Not Voted | |||||||||
Don M. Bailey |
46,556,938 | 351,792 | 8,347,840 | |||||||||
Mitchell J. Blutt, M.D. |
46,552,945 | 355,785 | 8,347,840 | |||||||||
Neal C. Bradsher |
46,557,891 | 350,839 | 8,347,840 | |||||||||
Stephen C. Farrell |
46,030,102 | 878,628 | 8,347,840 | |||||||||
Louis Silverman |
46,036,089 | 872,641 | 8,347,840 | |||||||||
Virgil D. Thompson |
45,542,363 | 1,366,367 | 8,347,840 | |||||||||
Scott M. Whitcup, M.D. |
46,552,871 | 355,859 | 8,347,840 |
Proposal No. 2: Approval, on a non-binding, advisory basis, of the compensation of the Companys named executive officers.
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
45,499,510 |
1,390,722 | 18,498 | 8,347,840 |
Proposal No. 3: Ratification of the appointment of BDO USA, LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2012.
Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
55,142,593 |
78,059 | 35,918 | |
SIGNATURES
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 16, 2012 | QUESTCOR PHARMACEUTICALS, INC. | |||||
By: | /s/ Michael H. Mulroy | |||||
Michael H. Mulroy | ||||||
Senior Vice President, Chief Financial Officer, and General Counsel |