alna-8k_20190607.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 5, 2019

 

Allena Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

 

DELAWARE

 

001-38268

 

45-2729920

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

 

One Newton Executive Park, Suite 202

Newton, Massachusetts

 

02462

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code (617) 467-4577

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:

 

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 or to be 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 per share

ALNA

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 5.07Submission of Matters to a Vote of Security Holders.

The following proposals were submitted to the stockholders at the 2019 Annual Meeting of Stockholders of Allena Pharmaceuticals, Inc. (the Company) held on June 5, 2019 (the Annual Meeting):

(i) The election of three Class II directors, as nominated by the Board of Directors of the Company (the Board), each to serve a three-year term expiring at the 2022 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal; and

(ii) The ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019.

The proposals are described in detail in the Companys Proxy Statement filed with the Securities and Exchange Commission on April 26, 2019.

The number of shares of common stock entitled to vote at the Annual Meeting was 20,816,064. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 16,500,229. All matters submitted to a vote of the Companys stockholders at the Annual Meeting were approved and all director nominees were elected.

The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

 

 

(a)

Election of Class II Directors.

 

Director Nominee

 

Votes For

 

 

Votes Withheld

 

Louis Brenner, M.D.

 

 

13,300,417

 

 

 

91,622

 

Allene Diaz

 

 

13,151,941

 

 

 

240,098

 

Robert Tepper, M.D.

 

 

11,511,374

 

 

 

1,880,665

 

There were 3,108,190 broker non-votes regarding the election of directors.

 

 

(b)

Ratification of the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019.

Stockholders ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the voting included 16,305,472 votes for, 43,027 votes against and 151,730 votes abstained. There were no broker non-votes regarding this proposal.

Item 8.01Other Information

Following the Annual Meeting, the Board consisted of the following eight directors:

 

 

 

Class I Andrew A.F. Hack, M.D., Ph.D., Alexey Margolin, Ph.D. and James N. Topper, M.D., Ph.D.

 

 

 

Class II Louis Brenner, M.D., Allene Diaz and Robert Tepper, M.D.

 

 

 

Class III Robert Alexander, Ph.D. and Gino Santini

In addition, following the Annual Meeting, the Audit Committee of the Board consisted of Andrew A.F. Hack, M.D., Ph.D. (Chairman), Robert Alexander, Ph.D. and Gino Santini. The Compensation Committee of the Board consisted of Gino Santini (Chairman), Allene Diaz and James N. Topper, M.D., Ph.D. The Nominating and Corporate Governance Committee of the Board consisted of Robert Tepper, M.D. (Chairman), Allene Diaz and James N. Topper, M.D., Ph.D.

 



 

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.

 

 

 

 

 

 

 

 

Date: June 7, 2019

 

 

 

Allena Pharmaceuticals, Inc.

 

 

 

 

 

 

 

 

By:

 

/s/ Edward Wholihan

 

 

 

 

 

 

Edward Wholihan

 

 

 

 

 

 

Chief Financial Officer