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): June 12, 2020

Portola Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35935

20-0216859

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

270 E. Grand Avenue

South San Francisco, California

94080

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 246-7300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:


			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:

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Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock

PTLA

The Nasdaq Global Select 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 58.0701 ~~Submission~~Other ofEvents ~~Matters to a Vote of Security Holders~~

AtOn ~~the~~June 12, 2020, Portola Pharmaceuticals, Inc. (~~the~~ “~~Company~~Portola”) ~~2020~~received ~~annual~~written ~~meeting~~notice of ~~stockholders~~termination ~~held~~from onBayer ~~June~~AG, 12successor to Bayer Pharma AG (“Bayer”) of a certain Clinical Collaboration Agreement, ~~2020~~dated February 1, ~~the~~2016, ~~stockholders~~by ~~voted~~and onbetween ~~the~~Portola ~~three~~and ~~proposals~~Bayer ~~listed~~(the ~~below~~“Agreement”). The ~~proposals~~Agreement ~~are~~permits ~~described~~termination inby ~~detail~~Bayer inwithin ~~the~~90 ~~Company’s~~days ~~definitive~~of ~~proxy~~receiving ~~statement~~written ~~for~~notice ~~the~~from ~~2020~~Portola ~~annual~~that ~~meeting,~~its ~~filed~~Third ~~with~~Party ~~the~~Collaboration ~~Securities~~Partner ~~and~~(as ~~Exchange~~defined ~~Commission~~in onthe ~~April~~Agreement) ~~20,~~has ~~2020~~terminated (the ~~“Proxy~~Third ~~Statement”).~~Party ~~The~~Agreement ~~results~~(as ofdefined in the ~~matters~~Agreement) ~~voted~~with ~~upon~~Portola atfor the ~~meeting~~development ~~were:~~and commercialization of andexanet alfa in Japan as a reversal agent for Factor Xa inhibitors, including rivaroxaban.

a)Pursuant ~~Each~~to of the ~~Class~~terms ~~I nominees~~ of the ~~Company’s~~Agreement, ~~Board of Directors were elected to hold office until~~ the ~~Company’s~~termination ~~2023~~became ~~annual~~effective ~~meeting~~on ofJune ~~stockholders. The Class I nominees were: Jeffrey Bird~~12, ~~M.D.,~~2020 ~~Ph.D.; 48,984,221 shares of Common Stock voted for, 1,241,675 withheld,~~ and 13,340,539 broker non-votes; John H. Johnson; 48,172,053 shares of Common Stock voted for, 2,053,843 withheld, and 13,340,539 broker non-votes; and H. Ward Wolff; 48,697,269 shares of Common Stock voted for, 1,528,627 withheld, and 13,340,539 broker non-votes. The terms of office of Class II directors Dennis M. Fenton, Ph.D., David C. Stump, M.D. and Ted W. Love, M.D. continue until the ~~Company’s~~parties ~~2021~~will ~~annual~~work ~~meeting~~together ofto ~~stockholders.~~unwind ~~The terms of office of Class III directors Laura A. Brege, Scott Garland and Hollings C. Renton continue until~~ the ~~Company’s 2022 annual meeting of stockholders~~Agreement.

b)As ~~The~~disclosed ~~stockholders~~by ~~approved,~~Portola on aApril ~~non~~9, 2020, Portola informed Bayer that Portola had agreed to terminate its Collaboration and License Agreement with Bristol-~~binding~~Myers Squibb Company (“BMS”) and Pfizer, ~~advisory~~Inc. ~~basis~~(“Pfizer”), ofand ~~the~~received ~~compensation~~written notice of ~~the~~termination ~~Company’s~~from ~~named~~BMS ~~executive~~and ~~officers~~Pfizer ason ~~disclosed~~April in3, 2020. Following the ~~Proxy~~BMS ~~Statement:~~and 48Pfizer termination,~~225,933~~ ~~shares~~Portola ofregains ~~Common~~full ~~Stock~~rights ~~voted~~in Japan for, ~~1,900,229~~andexanet ~~against,~~alfa. 99Currently,~~734~~ ~~abstaining,~~Japan represents the third largest market for Factor Xa inhibitors after the United States and 13the EU 5 countries. Portola will have exclusive rights to develop and commercialize andexanet alfa in the United States,~~340~~ Europe,~~539~~ ~~broker~~Japan ~~non-votes~~and rest of the world markets.

c) The stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020: 62,613,691 shares of Common Stock voted for, 772,257 against, 180,487 abstaining, and 0 broker non-votes.

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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 hereunto duly authorized.

Portola Pharmaceuticals, Inc.

Dated: June 15, 2020

Dated: June 17, 2020

By:

/s/ Mike Ouimette

Mike Ouimette

Executive Director, Corporate Counsel and Assistant Corporate Secretary

Vice President and Assistant Corporate Secretary, Legal

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