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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 25, 2023

 

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.)

 

1150 Northbrook Drive, Suite 155

Trevose, PA 19053

(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):

 

¨       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))

 

 

 

 

 

 

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 25, 2023, five proposals were voted on by the Company’s stockholders. The proposals are described in detail in the Company’s definitive proxy statement filed on November 29, 2022 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 five director nominees to serve as members of the Company’s board of directors until the Company’s next Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified.

 

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

 

   Votes For   Votes Withheld 
Patrick G. LePore   19,392,351    2,044,628 
           
John C. Chapman   18,922,463    2,514,516 
           
Timothy C. Crew   19,576,890    1,860,089 
           
David Drabik   18,412,414    3,024,565 
           
Dr. Melissa Rewolinski   18,913,565    2,523,414 

 

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

 

Votes For: 29,495,367

 

Votes Against: 1,428,270

 

Abstain: 154,013

 

3.The stockholders approved, on a non-binding advisory basis, the Fiscal 2022 compensation of the Company’s named executive officers. The number of votes cast for, against, or abstained are as follows:

 

Votes For: 18,238,047

 

Votes Against: 3,076,007

 

Abstain: 122,925

 

4.The stockholders approved a proposed amendment to our Certificate of Incorporation to effect a reverse stock split (the “Reverse Stock Split”) of our issued and outstanding shares of common stock, par value $0.001 per share at a ratio of between 1-for-3 and 1-for-5, inclusive, which ratio will be selected at the sole discretion of the Board of Directors at any whole number in the above range, and, if and when the reverse stock split is effected, a corresponding reduction in the number of authorized shares of our Common Stock by the selected Reverse Stock Split ratio. The number of votes cast for, against, or abstained are as follows:

 

Votes For: 25,045,129

 

Votes Against: 5,886,287

 

Abstain: 146,234

 

 

 

   

5.The stockholders approved one or more adjournments of the Annual Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Reverse Stock Split proposal at the time of the Annual Meeting or in the absence of a quorum. However, an adjournment of the Annual Meeting was not necessary because a quorum was achieved and the Reverse Stock Split was approved by stockholder vote. The number of votes cast for, against, or abstained are as follows:

 

Votes For: 17,964,067

 

Votes Against: 3,372,802

 

Abstain: 100,110

 

 

 

   

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 26, 2023  

 

 

 

 

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