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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): July 15, 2020

 

TELIGENT, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-08568   01-0355758
(State or other jurisdiction    (Commission File Number)   (I.R.S. Employer
of incorporation)       Identification No.)

 

105 Lincoln Avenue

Buena, New Jersey 08310

(Address of Principal Executive Offices)(Zip Code)

 

Registrant’s telephone number, including area code: (856) 697-1441

 

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 (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))

 

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 TLGT The NASDAQ Stock 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.

  

(a)       On July 15, 2020, Teligent, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the holders of 4,074,554 shares of the Company’s common stock were present in person or represented by proxy, which represents 75.64% of the total shares of outstanding common stock entitled to vote as of the record date of June 9, 2020.

 

(b)       The following actions were taken at the Annual Meeting:

 

  (1) The following six nominees were reelected to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2021 annual meeting of stockholders or until their respective successors have been elected and qualified, or until their earlier resignation or removal:

 

Name of Director Nominees Votes For Votes Withheld Broker Non-Vote

 

Carole S. Ben-Maimon 1,068,524 678,393 2,327,637
John Celentano 1,069,587 677,330 2,327,637
Bhaskar Chaudhuri 1,129,708 617,209 2,327,637
Steven Koehler 1,071,248 675,669 2,327,637
Thomas J. Sabatino 1,117,614 629,303 2,327,637
Timothy B. Sawyer 1,159,036 587,881 2,327,637

 

  (2) The amendment of the Company’s 2016 Equity Incentive Plan, as amended, to increase the number of shares available for issuance thereunder from 400,000 to 4,400,000 was approved, based on the following votes:

 

Votes For Votes Against Abstentions Broker Non-Vote
1,003,015 379,195 364,130 2,327,637
       

 

  (3) The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified, based on the following votes:

 

Votes For Votes Against Abstentions Broker Non-Vote
3,300,670 759,213 14,094 --
       

 

  (4) The compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, was approved by an advisory vote, based on the following votes:

 

Votes For Votes Against Abstentions Broker Non-Vote
1,087,730 263,276 395,334 2,327,637

 

 

 

 

 

Item 8.01.Other Events.

 

On July 20, 2020, Teligent, Inc. (the “Company”) announced the appointment of John Celentano, a current independent director of the Company, as Chairman of the Company’s Board, replacing James C. Gale who opted to not stand for reelection to the Company’s Board in order to devote more time to other business interests. Mr. Celentano has served as a Director of the Company since March 2015. The Company issued a press release announcing Mr. Celentano’s appointment, a copy of which is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

 

In addition, the Board made the following appointments to the membership of its three standing Committees:

 

Organization and Compensation Committee

Thomas Sabatino, Chairman

Bhaskar Chaudhuri

John Celentano

 

Audit Committee

Steven Koehler, Chairman

John Celentano

Carole Ben-Maimon

 

Nominating and Corporate Governance Committee

Bhaskar Chaudhuri, Chairman

Carole Ben-Maimon

 

Item 9.01.Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No. Description
   
99.1 Press release date July 20, 2020.

 

 

 

 

SIGNATURE

 

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.

 

 

 TELIGENT, INC.

 
     
       
Date:  July 20, 2020 By: /s/ Damian Finio  
  Name: Damian Finio  
  Title: Chief Financial Officer  

  

 

 

 

EXHIBIT 99.1

 

 

 

 

Teligent, Inc. Announces the Appointment of John Celentano as Chairman of the Board

 

BUENA, N.J., July 20, 2020 (GLOBE NEWSWIRE) -- Teligent, Inc. (Nasdaq: TLGT) (“Teligent” or the “Company”), a New Jersey based specialty generic pharmaceutical company, is pleased to announce that John Celentano, a current independent director of Teligent, has been appointed Chairman of Teligent's Board of Directors, replacing James C. Gale who opted to not stand for reelection to Teligent’s board of directors in order to devote more time to other business interests.

 

Mr. Celentano joined Teligent as a director in March 2015. He will also continue to serve as a member of Teligent's Compensation and Audit Committees.

 

Previously, Mr. Celentano held key senior leadership positions with Bristol-Myers Squibb Company including: President, Bristol-Myers Squibb Healthcare Group (Mead Johnson Nutrition, ConvaTec, and Medical Imaging); Regional President roles in Emerging Markets/Asia Pacific, Latin America/Canada, and UK/Northern Europe; Senior Vice President of Human Resources, Public Affairs and Philanthropy; and Senior Vice President of Strategy and Productivity.

 

While at Bristol-Myers, Mr. Celentano was an active participant in the development of their biopharma strategy and led major initiatives on productivity transformation, streamlining operations to support the company’s growth opportunities. Mr. Celentano currently works as an independent senior advisor and serves on the Board of privately held YourEncore Inc. He holds a B.A. from the University of Delaware and an MBA from Drexel University.

 

"We are excited to leverage John’s broad, extensive experience in the pharmaceutical industry and proven boardroom leadership in the role of Chairman of Teligent’s Board of Directors," said Timothy B. Sawyer, Teligent's President and CEO.  "We look forward to working closely with John as our new Chairman and the Board joins me in thanking Jim Gale for his service and wishing him well as he focuses on his private endeavors."

 

About Teligent, Inc.

 

Teligent is a specialty generic pharmaceutical company. Our mission is to be a leading player in the specialty generic prescription drug market. Learn more on our website www.teligent.com.

 

Contact:

 

Damian Finio

Teligent, Inc.

856-336-9117

www.teligent.com