xene-8k_20190604.htm

 

 

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 3, 2019

 

XENON PHARMACEUTICALS INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Canada

001-36687

98-0661854

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

200-3650 Gilmore Way,

Burnaby, British Columbia, Canada

 

V5G 4W8

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (604) 484-3300

Not Applicable

(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 (see General Instructions A.2. below):

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 shares, without par value

 

XENE

 

The Nasdaq Stock Market LLC
(The Nasdaq Global 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 3, 2019, Xenon Pharmaceuticals Inc. (the “Company”) held its 2019 Annual Meeting of Shareholders (the “Annual Meeting”).  At the Annual Meeting, proxies and in-person shareholders representing 18,729,774 of the Company’s common shares and 876,130 of the Company’s Series 1 preferred shares, or approximately 73.6% of the total shares entitled to vote, were present and voted on the following three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission and with the securities commissions in British Columbia, Alberta and Ontario on April 29, 2019:  

Proposal One – Election of Directors.  The following nominees were elected as directors to serve until the 2020 annual meeting of shareholders or until their respective successors are duly elected and qualified.

 

  

 

For

 

 

Withhold

 

 

Broker

Non-Votes

 

Michael Tarnow

 

 

13,611,847

 

 

 

22,134

 

 

 

5,971,923

 

Mohammad Azab

 

 

13,595,937

 

 

 

38,044

 

 

 

5,971,923

 

Steven Gannon

 

 

13,615,135

 

 

 

18,846

 

 

 

5,971,923

 

Michael Hayden

 

 

13,613,941

 

 

 

20,040

 

 

 

5,971,923

 

Frank Holler

 

 

10,985,498

 

 

 

2,648,483

 

 

 

5,971,923

 

Gary Patou

 

 

13,599,928

 

 

 

34,053

 

 

 

5,971,923

 

Simon Pimstone

 

 

13,617,135

 

 

 

16,846

 

 

 

5,971,923

 

Richard Scheller

 

 

13,615,135

 

 

 

18,846

 

 

 

5,971,923

 

Dawn Svoronos

 

 

13,610,639

 

 

 

23,342

 

 

 

5,971,923

 

 

Proposal Two – Appointment of Independent Registered Public Accounting Firm.  The appointment of KPMG LLP as the Company’s independent registered public accounting firm for the ensuing year was approved as follows:

 

For

 

 

Withhold

 

 

19,468,498

 

 

 

137,406

 

Proposal Three – Authorization of the Audit Committee to Set the Remuneration for the Independent Registered Public Accounting Firm.  The authority of the audit committee of the board of directors to set the remuneration of the auditors for the ensuing year was approved as follows:

 

For

 

 

Against

 

 

19,466,812

 

 

 

139,092

 

 

 


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.

 

 

 

Xenon Pharmaceuticals Inc.

 

 

 

 

Date:  June 5, 2019

 

By:

/s/ Ian Mortimer

 

 

 

Ian Mortimer

 

 

 

President & Chief Financial Officer