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 23, 2023, Intra-Cellular Therapies, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders. Of 95,925,401 shares of common stock outstanding and eligible to vote as of the record date of April 27, 2023, a quorum of 84,631,927 shares, or 88.2% of the eligible shares, was present or represented by proxy.
(b) The following actions were taken at such meeting:
1. The following nominee was reelected to serve on the Company’s Board of Directors as the Class 1 Director until the Company’s 2026 annual meeting of stockholders and until his successor is duly elected and qualified, based on the following votes:
| Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
|||||||||
| E. Rene Salas |
71,468,317 | 9,003,241 | 4,160,369 | |||||||||
2. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, based on the following votes:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 81,787,093 | 2,805,773 | 39,061 | 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 | |||
| 74,899,928 | 5,538,593 | 33,037 | 4,160,369 |
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 23, 2023