Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 30, 2021 (July 29, 2021)
 
 
BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
 
 
Delaware001-31361 35-2089858
(State or other jurisdiction
of incorporation)
(Commission
File Number)
 
(IRS Employer
Identification No.)
4131 ParkLake Ave., Suite 225 
Raleigh,   NC.27612
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 919-582-9050
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 to 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, par value $0.001 BDSI The 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 5.07Regulation FD Disclosure.

On July 29, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on June 22, 2021, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) entitled to vote at the Annual Meeting was 98,521,379. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 79,920,364, thus establishing a quorum for the Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominees were elected. The voting results reported below are final.
The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

Proposal 1: To elect Peter S. Greenleaf, W. Mark Watson, Jeffrey Bailey, Kevin Kotler, Todd C. Davis, Vanila Singh and Mark A. Sirgo as directors to the Board of Directors (the “Board”), each to hold office until the 2022 annual meeting of the Company and until his or her successor shall have been duly elected and qualified or until his or her earlier resignation or removal.

Nominees
Votes For
Votes Against
Abstaining
Broker Non-Votes
Peter S. Greenleaf
42,798,733
22,959,517
111,611
14,050,503
W. Mark Watson
54,690,831
11,067,332
111,698
14,050,503
Jeffrey Bailey
63,801,830
1,956,165
111,866
14,050,503
Kevin Kotler
53,286,057
12,431,924
151,880
14,050,503
Todd C. Davis
64,208,697
1,509,023
152,141
14,050,503
Vanila Singh
64,311,074
1,442,601
116,186
14,050,503
Mark A. Sirgo
52,287,000
13,440,439
142,422
14,050,503


Proposal 2: To ratify the appointment by the Audit Committee of the Board of Ernst & Young LLP as the Company’s registered public accounting firm for the fiscal year ending December 31, 2021.

Votes For
Votes Against
Abstaining
Broker Non-Votes
79,605,631
238,834
75,899
-


Based on the foregoing, Peter S. Greenleaf, W. Mark Watson, Jeffrey Bailey, Kevin Kotler, Todd C. Davis, Vanila Singh and Mark A. Sirgo were elected as directors, each to hold office until the 2022 annual meeting of the Company and until each such director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Ernst & Young LLP was ratified as the Company’s registered public accounting firm for the fiscal year ending December 31, 2021.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
July 30, 2021 BIODELIVERY SCIENCES INTERNATIONAL, INC.
 By: /s/ Mary Theresa Coelho
 Name: Mary Theresa Coelho
 Title: Executive Vice President, Chief Financial Officer and Treasurer