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):  May 18, 2016

 

DEPOMED, INC.

(Exact name of registrant as specified in its charter)

 

001-13111

(Commission File Number)

 

 

7999 Gateway Blvd., Suite 300, Newark, California  94560

(Address of principal executive offices, with zip code)

 

(510) 744-8000

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    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.

 

Depomed, Inc. (the “Company”) held its Annual Meeting of Shareholders on May 18, 2016 to consider and vote on the following proposals: (i) the election of six directors to hold office until the 2017 Annual Meeting of Shareholders (Proposal 1); (ii) the approval of an increase in the number of shares available for issuance under the Company’s Amended and Restated 2014 Omnibus Incentive Plan (Proposal 2); (iii) the approval of an increase in the number of shares available for issuance under the Company’s Amended and Restated 2004 Employee Stock Purchase Plan (Proposal 3); (iv) the approval of, on an advisory basis, the compensation of the Company’s named executive officers as more completely described in the Proxy Statement dated April 14, 2016 (Proposal 4); and (v) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016 (Proposal 5).

 

Proposal 1:  The shareholders of the Company elected six directors to serve until the 2017 Annual Meeting of Shareholders and until their successors are elected and qualified.  The votes on Proposal 1 were as follows:

 

		Shares Voted For		Shares Voted Against		Abstain		Broker Non-Votes
Peter D. Staple		36,175,602		6,143,524		85,330		10,235,351
Karen A. Dawes		36,169,133		6,147,100		88,223		10,235,351
Louis J. Lavigne, Jr.		36,201,282		6,095,063		108,111		10,235,351
Samuel R. Saks, M.D.		36,170,282		6,148,391		85,783		10,235,351
James A. Schoeneck		36,495,032		5,851,267		58,157		10,235,351
David B. Zenoff, D.B.A.		36,079,759		6,240,620		84,077		10,235,351

 

Proposal 2:  The shareholders of the Company approved the amendment to increase the number of shares available under the Company’s Amended and Restated 2014 Omnibus Incentive Plan as disclosed in the Proxy Statement dated April 14, 2016.  The votes on Proposal 2 were as follows:

 

For		36,013,924
Against		6,161,817
Abstain		228,715
Broker Non-Votes		10,235,351

 

Proposal 3:  The shareholders of the Company approved the increase in the number of shares available for issuance under the Company’s Amended and Restated 2004 Employee Stock Purchase Plan. The votes on Proposal 3 were as follows:

 

For		38,572,279
Against		3,549,139
Abstain		283,038
Broker Non-Votes		10,235,351

 

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Proposal 4: The shareholders of the Company approved, on an advisory basis, the compensation of the Company’s executive officers as disclosed in the Proxy Statement dated April 14, 2016.  The votes on Proposal 4 were as follows:

 

For		37,861,876
Against		4,030,067
Abstain		512,513
Broker Non-Votes		10,235,351

 

Proposal 5:  The shareholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.  The votes on Proposal 5 were as follows:

 

For		52,017,975
Against		570,498
Abstain		51,334

 

Item 8.01              Other Events.

 

On May 18, 2016, Judge Claire C. Cecchi of the United States District Court for the District of New Jersey entered an order enjoining any of Actavis Elizabeth LLC, Actavis LLC and Actavis Inc. (collectively, “Actavis”), Alkem Laboratories Limited and Ascend Laboratories (together, “Alkem”), Roxane Laboratories, Inc. (“Roxane”), and Watson Laboratories, Inc. (“Watson”) from marketing generic versions of any of NUCYNTA®, NUCYNTA® ER or NUCYNTA® oral solution prior to the Court’s issuance of a decision in the pending patent litigation.  The U.S. patents asserted in the consolidated action are: RE39,593; 7,994,364; and 8,536,130, which currently expire on August 5, 2022, June 27, 2025, and September 22, 2028, respectively. An additional six months of patent protection is expected for these patents upon issuance of pediatric exclusivity from the U.S. Food and Drug Administration. Judge Cecchi’s order states that she expects to render a decision on this matter no later than September 30, 2016.

 

On April 27, 2016, a bench trial was completed before Judge Cecchi in the patent litigation between the Company and each of Actavis, Alkem, Roxane and Watson related to Abbreviated New Drug Applications (ANDA) filed by each party seeking to market generic versions of NUCYNTA®, NUCYNTA® ER or NUCYNTA® oral solution prior to the expiration of the patents asserted in the litigation.

 

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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.

 

	DEPOMED, INC.
Date: May 20, 2016	By:	/s/ Matthew M. Gosling
		Matthew M. Gosling
		Senior Vice President and General Counsel

 

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