Form: 8-K

Current report

April 23, 2025

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 23, 2025
 
OPKO Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Delaware
 
001-33528
 
75-2402409
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
4400 Biscayne Blvd.
Miami,
Florida
 
33137
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (305575-4100
 
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 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 $0.01 per share
OPK
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 5.07.
Submission of Matters to a Vote of Security Holders.
 
On April 23, 2025, the Company held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”).  Below is a summary of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting and the corresponding votes.
 
1. All eleven nominees were elected to the Board of Directors with each director receiving votes as follows:
 
Election of Directors
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Phillip Frost, M.D.
 
434,964,129
 
15,405,532
 
398,538
 
76,193,825
Jane H. Hsiao, Ph.D.
 
437,774,692
 
12,596,864
 
396,643
 
76,193,825
Elias A. Zerhouni, M.D.
 
434,808,543
  15,565,748  
393,908
 
76,193,825
Steven D. Rubin
 
431,540,459
 
18,851,054
 
376,686
 
76,193,825
Gary J. Nabel, M.D., Ph.D.
 
433,141,213
  17,199,627  
427,359
 
76,193,825
Richard M. Krasno, Ph.D.
 
442,890,267
 
7,401,828
 
476,104
 
76,193,825
Prem A. Lachman, M.D.
 
444,341,039
 
5,584,697
 
842,463
 
76,193,825
Roger J. Medel, M.D.
 
444,507,113
 
5,408,979
 
852,107
 
76,193,825
John A. Paganelli
 
428,765,752
 
21,193,856
 
808,591
 
76,193,825
Richard C. Pfenniger, Jr.
 
444,585,339
 
5,672,331
 
510,529
 
76,193,825
Alice Lin-Tsing Yu, M.D., Ph.D.
 
444,805,156
  5,495,434  
467,609
 
76,193,825
 
 
2. The stockholders voted to approve, on a non-binding advisory basis, the compensation of the named executive officers of the Company as disclosed in the Company’s 2025 Proxy Statement for the Annual Meeting. The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
439,260,125
 
10,995,027
 
513,047
 
76,193,825
 
 
3. The stockholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes on this proposal were as follows:
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 
 
 
 
 
 
 
522,666,577
 
3,921,683
 
373,764
 
0
 
No other matters were considered or voted upon at the meeting.
 

 
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.
 
   
OPKO Health, Inc.
       
   
By:
/s/ Steven D. Rubin
Date: April 23, 2025
 
Name:
Steven D. Rubin
   
Title:
Executive Vice President - Administration