UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 24, 2023, Intercept Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders:
| 1. | Elected, by separate resolutions, each of the eleven nominees nominated to serve on the Board of Directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. |
| 2. | Approved the Company’s 2023 equity incentive plan. |
| 3. | Approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2023. |
| 4. | Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. |
The final voting results on each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
| Proposal | For | Withheld | Broker Non-Votes | |||||||||
| 1. The election, by separate resolutions, of each of the following eleven nominees to serve on the Board of Directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: | ||||||||||||
| (A) Paolo Fundarò | 24,581,667 | 467,361 | 6,292,169 | |||||||||
| (B) Jerome Durso | 24,704,108 | 344,920 | 6,292,169 | |||||||||
| (C) Srinivas Akkaraju, M.D., Ph.D. | 20,970,749 | 4,078,279 | 6,292,169 | |||||||||
| (D) Luca Benatti, Ph.D. | 20,197,870 | 4,851,158 | 6,292,169 | |||||||||
| (E) Daniel Bradbury | 21,270,840 | 3,778,188 | 6,292,169 | |||||||||
| (F) Keith Gottesdiener, M.D. | 24,683,602 | 365,426 | 6,292,169 | |||||||||
| (G) Nancy Miller-Rich | 24,536,698 | 512,330 | 6,292,169 | |||||||||
| (H) Mark Pruzanski, M.D. | 24,499,197 | 549,831 | 6,292,169 | |||||||||
| (I) Dagmar Rosa-Bjorkeson | 23,746,160 | 1,302,868 | 6,292,169 | |||||||||
| (J) Gino Santini | 24,643,894 | 405,134 | 6,292,169 | |||||||||
| (K) Glenn Sblendorio | 19,895,714 | 5,153,314 | 6,292,169 | |||||||||
| Proposal | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| 2. The approval of the Company’s 2023 equity incentive plan. | 17,756,354 | 7,227,934 | 64,740 | 6,292,169 | ||||||||||||
| 3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. | 24,663,559 | 297,038 | 88,431 | 6,292,169 | ||||||||||||
| 4. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. | 31,030,800 | 58,725 | 251,672 | — | ||||||||||||
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.
| INTERCEPT PHARMACEUTICALS, INC. | ||
| By: | /s/ Rocco Venezia | |
| Name: | Rocco Venezia | |
| Title: | Chief Accounting Officer | |
Date: May 25, 2023