UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
under the Securities Exchange Act of 1934
July 21, 2020
Commission File Number 001-35203
THERATECHNOLOGIES INC.
(Translation of registrants name into English)
2015 Peel Street, Suite 1100
Montréal, Québec, Canada
H3A 1T8
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☐ Form 40-F ☒
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):
Yes ☐ No ☒
Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):
Yes ☐ No ☒
Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrants home country), or under the rules of the home country exchange on which the registrants securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrants security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ☐ No ☒
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- .
THERATECHNOLOGIES INC.
Exhibit |
Description | |
99.1 | Report on Voting Results Following the Annual Meeting of Shareholders Held on July 16, 2020 |
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, thereunto duly authorized.
THERATECHNOLOGIES INC. | ||
By: | /s/ Jocelyn Lafond | |
Name: | Jocelyn Lafond | |
Title: | Vice President, Legal Affairs |
Date: July 21, 2020
Exhibit 99.1
REPORT ON VOTING RESULTS
ANNUAL MEETING OF SHAREHOLDERS
HELD ON JULY 16, 2020
The annual meeting of shareholders (the Meeting) of Theratechnologies was held online via a live audio webcast on Thursday, July 16, 2020 at 10:00 a.m.. Three shareholders and/or proxy holders were present at the Meeting, in person or by proxy, holding 43,400,357 common shares of Theratechnologies, representing approximately 56.35% of the total votes attached to all issued and outstanding shares of Theratechnologies as of the record date on June 12, 2020.
Election of Directors
All seven directors proposed for election at the Meeting were elected by a ballot vote. All candidates were elected by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The directors will remain in office until the next annual meeting of shareholders or until their successors are elected or appointed. The proxies received by management for the election of directors were as follows:
Votes For | Votes Withheld | |||||||||||||||
# | % | # | % | |||||||||||||
Sheila Frame |
21,842,666 | 96.67 | 752,700 | 3.33 | ||||||||||||
Gérald Lacoste |
21,601,151 | 95.60 | 994,215 | 4.40 | ||||||||||||
Paul Lévesque |
22,419,482 | 99.22 | 175,884 | 0.78 | ||||||||||||
Gary Littlejohn |
21,751,876 | 96.27 | 843,490 | 3.73 | ||||||||||||
Paul Pommier |
21,105,999 | 93.41 | 1,489,367 | 6.59 | ||||||||||||
Dawn Svoronos |
21,864,273 | 96.76 | 731,093 | 3.24 | ||||||||||||
Dale Weil |
21,879,779 | 96.83 | 715,587 | 3.17 |
Appointment of Auditors
KPMG LLP, chartered public accountants, were appointed by ballot vote as Theratechnologies auditors to hold office until the next annual meeting of shareholders or until their successors are appointed, and the directors were authorized to fix their remuneration. KPMG were appointed by a ballot vote by a majority of the votes cast by shareholders present or represented by proxy at the Meeting. The proxies received by management for the appointment of the auditors were as follows:
Votes For | Votes Withheld | |||||||||||||||
# | % | # | % | |||||||||||||
Auditors |
41,870,819 | 96.48 | 1,529,538 | 3.52 |
Resolution 2020-1 Approving the Amended and Restated By-Law No.3
Resolution 2020-1 approving the amended and restated by-law no.3 was passed by a majority of the votes cast by ballot by the shareholders present or represented by proxy at the Meeting. The proxies received by management for the passing of resolution 2020-1 were as follows:
Votes For | Votes Against | Votes Withheld | ||||||||||||||||||||||
# | % | # | % | # | % | |||||||||||||||||||
Resolution 2020-1 |
21,907,071 | 96.95 | 600,293 | 2.66 | 88,002 | 0.39 |
Resolution 2020-2 Approving the Implementation of By-Law No. 4
Resolution 2020-2 adopting by-law no.4 was passed by a majority of the votes cast by ballot by the shareholders present or represented by proxy at the Meeting. The proxies received by management for the passing of resolution 2020-2 were as follows:
Votes For | Votes Against | Votes Withheld | ||||||||||||||||||||||
# | % | # | % | # | % | |||||||||||||||||||
Resolution 2020-2 |
20,840,886 | 92.24 | 1,671,493 | 7.40 | 82,987 | 0.37 |
Resolution 2020-3 Approving the Increase and Replenishment of the Number of Common Shares Available for Issuance Under Theratechnologies Share Option Plan
Resolution 2020-3 approving the increase and replenishment of the number of common shares available for issuance under Theratechnologies share option plan was passed by a majority of the votes cast by ballot by the shareholders present or represented by proxy at the Meeting. The proxies received by management for the passing of resolution 2020-3 were as follows:
Votes For | Votes Against | Votes Withheld | ||||||||||||||||||||||
# | % | # | % | # | % | |||||||||||||||||||
Resolution 2020-3 |
19,433,741 | 86.01 | 3,068,085 | 13.58 | 93,540 | 0.41 |