UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On June 9, 2022, Intra-Cellular Therapies, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. Of 94,301,718 shares of common stock outstanding and eligible to vote as of the record date of April 19, 2022, a quorum of 86,630,915 shares, or 91.87% of the eligible shares, was present or represented by proxy.
(b) The following actions were taken at such meeting:
1. The following nominees were reelected to serve on the Company’s Board of Directors as Class III Directors until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|||||||||
| Sharon Mates, Ph.D. |
73,143,030 | 8,347,135 | 5,140,750 | |||||||||
| Rory B. Riggs |
71,280,811 | 10,209,354 | 5,140,750 | |||||||||
| Robert L. Van Nostrand |
62,467,894 | 19,022,271 | 5,140,750 | |||||||||
2. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, based on the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 83,854,844 | 2,746,007 | 30,064 | 0 |
3. On an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved, based on the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 68,532,689 | 12,891,962 | 65,514 | 5,140,750 |
4. On an advisory basis, “one year” for the frequency of future advisory votes on executive compensation of the Company’s named executive officers was approved, based on the following votes:
| Every Year |
Every Two Years |
Every Three Years |
Abstentions |
Broker Non-Votes | ||||
| 74,248,175 | 36,863 | 7,131,703 | 73,424 | 5,140,750 |
(d) In accordance with the stockholder voting results, in which “one year” received the highest number of votes cast on the advisory vote regarding the frequency of holding an advisory vote on the compensation of the Company’s named executive officers, and the Company’s Board of Directors’ recommendation in the Proxy Statement for the Company’s 2022 Annual Meeting of Stockholders, the Board of Directors has determined that future stockholder advisory votes on executive compensation will occur every year. Accordingly, the next stockholder advisory vote on executive compensation will be held at the Company’s 2023 annual meeting of stockholders. The next required stockholder advisory vote regarding the frequency of holding an advisory vote on executive compensation will be in six years at the Company’s 2028 annual meeting of stockholders.
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.
| INTRA-CELLULAR THERAPIES, INC. | ||
| By: | /s/ Lawrence J. Hineline | |
| Lawrence J. Hineline | ||
| Senior Vice President of Finance, Chief Financial Officer, | ||
| Treasurer and Assistant Secretary | ||
Date: June 13, 2022