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RPTP > SEC Filings for RPTP > Form 8-K on 4-Aug-2014All Recent SEC Filings




Change in Directors or Principal Officers, Submission of Matters to a

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 29, 2014, Raptor Pharmaceutical Corp. ("Raptor Pharmaceutical" or the "Company"), held its Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, Raptor Pharmaceutical's stockholders approved the Company's 2013 Employee Stock Purchase Plan (the "ESPP").

The ESPP allows Raptor Pharmaceutical employees the opportunity to purchase the Company's common stock through accumulated payroll deductions and is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended.

A description of the material terms of the ESPP is set forth on pages 19 to 21 of the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting filed with the Securities and Exchange Commission on June 17, 2014 (the "Proxy") and is incorporated herein by reference. That summary and the foregoing description of the ESPP are qualified in their entirety by reference to the text of the ESPP, which is filed as Appendix A to the Company's Proxy and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 29, 2014, Raptor Pharmaceutical held its Annual Meeting. Only stockholders of record as of the close of business on June 2, 2014, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date 62,664,601 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1. The election of six directors to hold office until the next annual meeting of stockholders or until his/her respective successor is elected:

                                               Votes                            Broker
    Nominee                 Votes For         Against        Abstentions       Non-Votes
    Raymond W. Anderson      20,372,280       7,988,559            68,947       5,860,123
    Suzanne L. Bruhn         20,363,466       7,997,392            68,928       5,860,123
    Richard L. Franklin      18,347,104       9,498,820           583,862       5,860,123
    Llew Keltner             20,372,975       7,987,883            68,928       5,860,123
    Erich Sager              20,375,963       7,984,895            68,928       5,860,123
    Christopher M. Starr     20,446,323       7,980,086             3,377       5,860,123

Proposal 2. The non-binding advisory vote to approve named executive officer compensation:

Votes For Votes Against Abstentions Broker Non-Votes 19,187,943 113,009 9,128,834 5,860,123

Proposal 3. The ratification of the appointment, by the Audit Committee of the Company's Board of Directors, of Grant Thornton LLP as the independent registered public accounting firm of the Company for the year ending December 31, 2014:

Votes For Votes Against Abstentions Broker Non-Votes 26,416,551 64,405 7,808,953 0

Proposal 4. The approval of the Raptor Pharmaceutical Corp. 2013 Employee Stock Purchase Plan:

Votes For Votes Against Abstentions Broker Non-Votes 20,517,976 108,126 7,803,684 5,860,123

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