UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Acorda Therapeutics, Inc. (the “Company”) convened its Special Meeting of Stockholders on November 4, 2022 (the “Special Meeting”). The purpose of the Special Meeting was described in the Company’s definitive proxy statement as filed with the Securities and Exchange Commission on September 22, 2022 and the supplement to the proxy statement filed by the Company on October 7, 2022 (together, the “Proxy Statement”).
Of the 24,338,410 shares if the Company’s common stock outstanding as of September 9, 2022 (the “Record Date”), 17,489,937 shares, or 71.9% were represented in person or by proxy, which total constituted a quorum of the issued and outstanding shares as of the Record Date.
The final voting results for Proposal Three, as described in the Proxy Statement, are set forth below. In accordance with the authority granted pursuant to Proposal Three, the Special Meeting was adjourned in order to allow additional time for stockholders to vote on Proposal Two, to authorize the Company’s board of directors to approve an amendment and restatement to the Company’s certificate of incorporation to effect at a reverse stock split at a ratio of any whole number in the range of 1-for-2 to 1-for-20 within one year following the Special Meeting. The adjourned Special Meeting will be reconvened at 9:00 a.m., Eastern Time, on November 11, 2022 at the Company’s principal executive office located at Two Blue Hill Plaza, 3rd Floor, Pearl River, New York 10965. The sole matter of business before the reconvened Special Meeting will be for stockholders to vote on Proposal Two, as described in the Proxy Statement. Stockholders have thus far strongly supported Proposal Two. At the time the Special Meeting was convened on November 4, 2022, over 49% of the outstanding shares had been voted FOR the proposal, over twice as many shares than against the proposal. However, the favorable votes were slightly less than the absolute majority of all outstanding shares on the record date for the Special Meeting needed for approval and thus the vote on this Proposal will take place at the reconvened meeting on November 11, 2022.
Proposal Three: Adjournment Proposal
The Company’s stockholders approved Proposal Three to allow for one or more adjournments of the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve Proposal Two at the time of the Special Meeting, or in the absence of a quorum, by the following vote:
| Votes For |
Votes Against |
Abstentions | ||
| 12,091,906 |
5,221,530 | 176,501 |
| Item 8.01 | Other Events |
On November 4, 2022, the Company issued a press release announcing the adjournment of the Special Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated by reference into this Item.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated November 4, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| Acorda Therapeutics, Inc. | ||||||
| November 4, 2022 | By: | /s/ Michael Gesser | ||||
| Name: | Michael Gesser | |||||
| Title: | Chief Financial Officer and Treasurer | |||||