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RAPTOR PHARMACEUTICAL CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

August 4, 2014



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



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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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Source: Edgar Glimpses


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