--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-070827" form_type: "8-K" ticker: null cik: "0001178879" company_name: "AMICUS THERAPEUTICS, INC." filed_at: "2023-06-13T23:59:59+00:00" generated_at: "2026-06-14T01:50:45.728401+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Amicus Therapeutics Stockholders Approve Charter Amendment and Equity Plans at Annual Meeting ## Summary - Elected Lynn D. Bleil and Bradley L. Campbell as Class I directors with 230.95M and 234.19M votes for, respectively. - Approved Amended and Restated 2007 Equity Incentive Plan with 233.61M votes for, 4.25M against. - Ratified Ernst & Young as independent auditor for fiscal year 2023 with 244.70M votes for. - Advisory approval of executive compensation and one-year frequency for say-on-pay votes received majority support. - Approved 2023 Employee Stock Purchase Plan (236.77M for) and amendment to limit officer liability (182.90M for). ## SEC filing metadata - accession: 0001104659-23-070827 - form_type: 8-K - cik: 0001178879 - company_name: AMICUS THERAPEUTICS, INC. - filed_at: 2023-06-13T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/0001104659-23-070827-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/tm2318498d2_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-070827 - JSON: https://secwatch.observer/filing/0001104659-23-070827.json - Plain text: https://secwatch.observer/filing/0001104659-23-070827.txt ## Key facts - Governance Changes AMICUS THERAPEUTICS, INC.: Amendment to the Amended and Restated Certificate of Incorporation to limit the personal liability of certain officers (effective 2023-06-08). - Change: charter amendment - Effective: 2023-06-08 source text: On June 8, 2023, Amicus Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate or limit the personal liability of certain Company officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on June 8, 2023 (the “Certificate of Amendment”). evidence_url: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/0001104659-23-070827-index.htm - Shareholder Votes AMICUS THERAPEUTICS, INC. shareholders approved Election of Directors (Class I) at the 2023-06-08 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-08 source text: 1. Election of Directors. Nominee Votes For Votes Withheld Broker Non-Votes Lynn D. Bleil 230,953,927 7,130,503 9,633,404 Bradley L. Campbell 234,192,987 3,891,443 9,633,404 evidence_url: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/0001104659-23-070827-index.htm - Shareholder Votes AMICUS THERAPEUTICS, INC. shareholders approved Approval, on an advisory basis, of the frequency of the stockholder advisory vote on compensation paid to the Company's named executive officers at the 2023-06-08 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-06-08 source text: 5. Approval, on an advisory basis, of the frequency with which the Company will hold an advisory vote on executive compensation. One Year Two Years Three Years Votes Abstain Broker Non-Votes 237,871,957 41,044 118,319 53,110 - evidence_url: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/0001104659-23-070827-index.htm - Shareholder Votes AMICUS THERAPEUTICS, INC. shareholders approved Approval of the Amended and Restated 2007 Equity Incentive Plan at the 2023-06-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: 2. Approval of the Amended and Restated 2007 Equity Incentive Plan. Votes For Votes Against Votes Abstain Broker Non-Votes 233,613,440 4,249,485 221,505 9,633,404 evidence_url: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/0001104659-23-070827-index.htm - Shareholder Votes AMICUS THERAPEUTICS, INC. shareholders approved Approval of the Amicus Therapeutics, Inc. 2023 Employee Stock Purchase Plan at the 2023-06-08 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2023-06-08 source text: 6. Approval of the Amicus Therapeutics, Inc. 2023 Employee Stock Purchase Plan. Votes For Votes Against Votes Abstain Broker Non-Votes 236,770,951 868,243 445,236 9,633,404 evidence_url: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/0001104659-23-070827-index.htm - Shareholder Votes AMICUS THERAPEUTICS, INC. shareholders approved Approval, on an advisory basis, of the compensation paid to the Company's named executive officers at the 2023-06-08 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-08 source text: 4. Approval, on an advisory basis, of the Company's executive compensation. Votes For Votes Against Votes Abstain Broker Non-Votes 234,564,815 2,990,153 529,462 9,633,404 evidence_url: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/0001104659-23-070827-index.htm - Shareholder Votes AMICUS THERAPEUTICS, INC. shareholders approved Approval of the amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers at the 2023-06-08 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-06-08 source text: 7. Approval of the Amendment to the Company’s Restated Certificate of Incorporation to limit the liability of certain officers. Votes For Votes Against Votes Abstain Broker Non-Votes 182,903,050 55,130,799 50,581 9,633,404 evidence_url: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/0001104659-23-070827-index.htm - Shareholder Votes AMICUS THERAPEUTICS, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2023 at the 2023-06-08 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-08 source text: 3. Ratification of Ernst & Young LLC as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023. Votes For Votes Against Votes Abstain Broker Non-Votes 244,703,546 2,910,798 103,490 - evidence_url: https://www.sec.gov/Archives/edgar/data/1178879/000110465923070827/0001104659-23-070827-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.