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 1, 2023
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction of Incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (760 ) 931-9200
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading symbol
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Name of each exchange on which registered
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“
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Section 230.405 of this chapter) or
Rule 12b-2 of the Securities Exchange Act of 1934 (Section 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.
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Ionis Pharmaceuticals, Inc. (the “Company”) held its virtual Annual Meeting of Stockholders on June 1,
2023. The stockholders considered six proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 20, 2023.
Proposal 1: Election of directors to hold office until the 2026
Annual Meeting:
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FOR
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WITHHELD
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BROKER NON-VOTES
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Spencer R. Berthelsen
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91,194,334
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28,917,691
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9,823,268
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Joan E. Herman
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115,174,011
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4,938,014
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9,823,268 |
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B. Lynne Parshall
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101,641,511
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18,470,514
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9,823,268 |
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Joseph H. Wender
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88,160,292
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31,951,733
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9,823,268 |
The Company’s stockholders elected the foregoing candidates by affirmative votes by a majority of the votes of the shares represented in person or by proxy at the
meeting and entitled to vote in the election of directors.
Proposal 2: Approval, on an advisory basis, of the compensation paid to the Company’s executive officers, including the following resolution:
“RESOLVED, that Ionis’ stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed
in this Proxy Statement for the 2023 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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117,265,241
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2,746,636
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100,148
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9,823,268
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The Company’s stockholders approved the foregoing proposal.
Proposal 3:
Approval, on an advisory basis, of the frequency of future advisory votes on executive compensation:
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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119,423,064
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134,181
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475,080
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79,700
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Based on the results of this vote, and consistent with the recommendation of the Company’s Board of Directors, the Company will hold an advisory vote on executive
compensation on an annual basis until the next required vote on the frequency of holding such an advisory vote, which is required at least once every six years.
Proposal 4:
Approval of an amendment of the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan by 5,500,000 shares to an aggregate of 35,200,000 shares:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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88,929,162
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31,115,758
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67,105
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9,823,268
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The Company’s stockholders approved the foregoing proposal.
Proposal 5:
Ratification of increasing the vesting of future initial stock option and restricted stock unit awards to new non-employee Directors from one year to three years:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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100,409,115
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19,628,971
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73,939
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9,823,268
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The Company’s stockholders approved the foregoing proposal.
Proposal 6: Ratify the Audit Committee’s selection of Ernst &
Young LLP as independent auditors for the 2023 fiscal year:
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FOR
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AGAINST
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ABSTAIN
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BROKER NON-VOTES
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127,567,008
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2,276,019
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92,266
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0
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The Company’s stockholders approved the foregoing proposal.
| Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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Ionis Pharmaceuticals, Inc.
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Dated: June 5, 2023
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By:
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/s/ Patrick R. O’Neil
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Patrick R. O’Neil
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Executive Vice President, Chief Legal Officer and General Counsel
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