8-K
false000151567300015156732022-06-242022-06-24

 

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 24, 2022

 

 

Ultragenyx Pharmaceutical Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36276

27-2546083

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

60 Leveroni Court

 

Novato, California

 

94949

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 415 483-8800

 

 

(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))

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, $0.001 par value

 

RARE

 

NASDAQ Global Select 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 24, 2022, Ultragenyx Pharmaceutical Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). As of the record date of April 26, 2022, 69,871,583 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A total of 67,140,757 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting.

 

Proposal No. 1 – Election of Class III Directors

 

At the Annual Meeting, the Company’s stockholders elected the Class III director nominees below to the Company’s Board of Directors to hold office until the 2025 Annual Meeting of Stockholders or until their successors are elected. The votes on Proposal 1 were as follows:

 

Class III Director Nominees

Votes For

Votes Withheld

Broker Non-Votes

Lars Ekman, M.D., Ph.D.

63,976,281

758,889

2,405,587

Matthew K. Fust

63,142,267

1,592,903

2,405,587

Amrit Ray, M.D.

64,377,587

357,583

2,405,587

 

Proposal No. 2 – Ratification of Selection of Independent Registered Accounting Firm

 

At the Annual Meeting, the Company’s stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2022. The votes on Proposal 2 were as follows:

 

Votes For

Votes Against

Abstentions

66,724,191

406,563

10,003

 

Proposal No. 3 – Advisory (Non-Binding) Vote to Approve Executive Compensation

 

At the Annual Meeting, the Company’s stockholders voted, on an advisory basis, in favor of a resolution approving the compensation the Company pays to its “named executive officers” as described in the Proxy Statement. The votes on Proposal 3 were as follows:

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

57,125,366

7,592,307

17,497

2,405,587

 

 

Proposal No. 4 – Advisory (Non-Binding) Vote on Frequency of Advisory Vote on Executive Compensation

 

At the Annual Meeting, the Company’s stockholders voted, on an advisory basis, in favor of the frequency of future advisory votes on approving the compensation the Company pays to its “named executive officers” as described in the Proxy Statement. The votes on Proposal 4 were as follows:

 

One Year

Two years

Three Years

Abstain

64,214,557

4,517

500,690

15,406

 

 


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 thereunto duly authorized.

 

 

 

Ultragenyx Pharmaceutical Inc.

 

 

 

 

Date:

June 27, 2022

By:

/s/ Mardi C. Dier

 

 

 

Mardi C. Dier
Executive Vice President & Chief Financial Officer