Submission of Matters to a Vote of Security Holders - Form 8-K

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): December 3, 2021

CATALYST PHARMACEUTICALS, INC.

(Exact Name Of Registrant As Specified In Its Charter)

Delaware		001-33057		76-0837053
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

355 AlhambraCircle Suite 801 Coral Gables, Florida		33134
(Address of principal executive offices)		(Zip Code)

Registrant's telephone number, including area code: (305)420-3200

Not Applicable

Former Name or Former address, if changed since last report

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Exchange on Which Registered		Ticker Symbol
Common Stock, par value $0.001 per share		NASDAQ Capital Market		CPRX

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 CFR240.14d-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 5.02(e)

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Company's 2021 Annual Meeting of Stockholders held on December 3, 2021, Patrick J. McEnany, Philip H. Coelho, Charles B. O'Keeffe, David S. Tierney, Donald A. Denkhaus, Richard J. Daly and Molly Harper were elected to the Company's Board of Directors to serve until the 2022 Annual Meeting of Stockholders or until their successor is duly elected and qualified, or until their earlier death, resignation or removal.

Item 5.07

Submission of Matters to a Vote of Security Holders

On December 3, 2021, the Company held its 2021 Annual Meeting of Stockholders. The final voting results on the matters considered at the meeting were as follows:

1. Election of Directors:

Name		Votes For		Votes Against		Votes Abstained		Broker Non-Votes
Patrick J. McEnany		59,574,297		3,080,363		117,847		13,671,975
Philip H. Coelho		55,744,733		6,915,068		112,706		13,671,975
Charles B. O'Keeffe		57,495,445		5,166,109		110,953		13,671,975
David S. Tierney		57,290,927		5,331,612		149,968		13,671,975
Donald A. Denkhaus		58,881,012		3,779,909		111,586		13,671,975
Richard J. Daly		52,925,647		9,734,474		112,386		13,671,975
Molly Harper		60,787,856		1,805,179		179,472		13,671,975

2. Approval of an amendment to the Company's 2018 Stock Incentive Plan increasing the number of shares authorized under the plan by 5,000,000 shares (from 10,000,000 shares to 15,000,000 shares):

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
56,792,084		5,849,825		130,598		13,671,975

3. Approval, on an advisory basis, of 2020 compensation of our named executive officers

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
59,092,977		3,432,904		246,626		13,671,975

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4. Ratification of the selection of Grant Thornton, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021:

Votes For		Votes Against		Votes Abstained
75,659,772		739,493		45,217

Item 9.01

Financial Statements and Exhibits

(d)

Exhibits

10.1		Amendment No. 2 to 2018 Stock Incentive Plan (incorporated by reference to Annex A to the Company's Definitive Proxy Statement dated October 25, 2021)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

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

Dated: December 3, 2021

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