Aquinox Pharmaceuticals, Inc
AQUINOX PHARMACEUTICALS, INC (Form: 8-K, Received: 05/10/2017 17:03:16)





Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 2017



Aquinox Pharmaceuticals, Inc.

(Exact name of Registrant as specified in its charter)




Delaware   001-36327   98-0542593
(State or other jurisdiction of incorporation)   (Commission File Number)  

(IRS Employer

Identification No.)

450 - 887 Great Northern Way,

Vancouver, B.C.

Canada, V5T 4T5

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (604) 629-9223



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):

☐ 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))

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 May 8, 2017, Aquinox Pharmaceuticals, Inc. (the “Company”) held its 2017 Annual Meeting of Stockholders at the offices of Cooley LLP at 1700 Seventh Avenue, Suite 1900, Seattle, Washington, 98101 (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on two proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 28, 2017. The following is a brief description of each matter voted upon and the certified voting results with respect to each matter.

Proposal No. 1. Stockholders elected each of the three nominees for Class III director to serve until the Company’s 2020 Annual Meeting of Stockholders and until his respective successor has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The final voting results were as follows:


Director Name

  Votes For   Votes Withheld   Broker
Kelvin Neu   19,933,259   6,795   1,344,776
Robert Pelzer   19,933,259   6,795   1,344,776
Todd Simpson   19,930,089   9,965   1,344,776

Proposal No. 2. Stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Deloitte LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The final voting results were as follows:


Votes For   Votes Against   Abstentions   Broker
21,272,776   4,239   7,737  


Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


Aquinox Pharmaceuticals, Inc.
By:   /s/ Kamran Alam
Name:   Kamran Alam
Title:   Chief Financial Officer

Date: May 10, 2017