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):  January 17, 2018

 

 

LANNETT COMPANY, INC.

(Exact name of registrant as specified in its charter)

 

 

COMMISSION FILE NO. 001-31298

 

State of Delaware

 

23-0787699

(State of Incorporation)

 

(I.R.S. Employer I.D. No.)

 

9000 State Road

Philadelphia, PA  19136

(215) 333-9000

(Address of principal executive offices and telephone number)

 

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 Instruction A.2. below):

 

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 o

 

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

 

At the Annual Meeting of Stockholders (“the Annual Meeting”) of Lannett Company, Inc. (the “Company”) held on January 17, 2018, four proposals were voted on by the Company’s stockholders.  The proposals are described in detail in the Company’s definitive proxy statement filed on December 7, 2017 in connection with the Annual Meeting.  A brief description of the proposals and the final results of the votes for these matters are as follows:

 

1.              The stockholders elected all six director nominees to serve as members of the Company’s board of directors until the Company’s next Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified.

 

The number of votes cast for or withheld, for each nominee, was as follows:

 

 

 

Votes For

 

Votes Withheld

 

 

 

 

 

 

 

Jeffrey Farber

 

21,953,746

 

901,641

 

 

 

 

 

 

 

David Drabik

 

19,718,020

 

3,137,367

 

 

 

 

 

 

 

Paul Taveira

 

20,590,227

 

2,265,160

 

 

 

 

 

 

 

Jim Maher

 

20,587,970

 

2,267,417

 

 

 

 

 

 

 

Patrick LePore

 

22,170,342

 

685,045

 

 

 

 

 

 

 

Albert Paonessa, III

 

19,893,752

 

2,961,635

 

 

2.              The stockholders ratified the appointment of Grant Thornton, LLP as independent auditors. The number of votes cast for, against, or abstained was as follows:

 

Votes For:  31,608,764

 

Votes Against:  1,034,581

 

Abstain:  46,712

 

3.              The stockholders approved, on a non-binding advisory basis, the Fiscal 2017 compensation of the Company’s named executive officers.  The number of votes cast for, against, or abstained was as follows:

 

Votes For:  16,465,125

 

Votes Against:  6,259,396

 

Abstain:  130,866

 

4.              The stockholders selected the frequency of every one year for holding future advisory votes on the compensation of the Company’s named executive officers.  The stockholder votes were cast as follows:

 

Every 1 year:  11,839,416

 

Every 2 years:  42,781

 

Every 3 years:  10,843,653

 

Abstain:  129,537

 

Based on the results of the stockholder vote, the Board approved that the frequency of the advisory vote on executive compensation be held every one year.  Accordingly, the Company will hold an advisory vote on executive compensation every one year until the next vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

 

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SIGNATURE

 

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.

 

 

LANNETT COMPANY, INC

 

 

 

 

By:

/s/ Samuel H. Israel

 

 

Chief Legal Officer and General Counsel

 

 

Date: January 19, 2018

 

 

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