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 9, 2011
POZEN INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-31719 | 62-1657552 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1414 Raleigh Road, Suite 400 Chapel Hill, North Carolina | 27517 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (919) 913-1030 |
(Registrant's telephone number, including area code) |
| | Not applicable | |
| | (Former Name or Former Address, if Changed Since Last Report) | |
| |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
POZEN Inc.’s (the “Company”) Annual Meeting of Stockholders (the “Annual Meeting”) was held at the Company’s headquarters, 1414 Raleigh Road, Suite 400, Chapel Hill, North Carolina 27517, on Thursday, June 9, 2011. At the Annual Meeting, the following matters were submitted to a vote of stockholders:
| · | the election of three (3) Class II directors to serve until the 2014 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified; |
| · | the advisory vote on the compensation of the Company’s named executive officers; |
| · | the advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers; and |
| · | the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011. |
At the close of business on April 14, 2011, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 29,904,347 shares of the Company’s Common Stock, outstanding and entitled to vote at the Annual Meeting. The holders of 26,730,175 shares of the Company’s Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, all of the Class II directors were elected and all other proposals submitted to stockholders were approved. With respect to the advisory vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers, the Company’s stockholders selected every year as the frequency.
Proposal 1. Election of Directors
The vote with respect to the election of the Class II directors was as follows:
| | | | | | | | | | | | | |
| Arthur S. Kirsch | | | 17,499,055 | | | | 0 | | | | 400,036 | | | | 8,831,084 | |
| Kenneth B. Lee, Jr. | | | 17,496,810 | | | | 0 | | | | 402,281 | | | | 8,831,084 | |
| Martin Nicklasson | | | 17,596,160 | | | | 0 | | | | 302,931 | | | | 8,831,084 | |
Proposal 2. Advisory Vote on the Compensation of the Company’s Named Executive Officers
The vote with respect to the advisory vote on the compensation of the Company’s named executive officers was as follows:
| | | | | | | | | | |
| | 12,599,033 | | | | 5,192,382 | | | | 107,676 | | | | 8,831,084 | |
Proposal 3. Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Company’s Named Executive Officers
The Company’s stockholders recommended, on an advisory basis, that the frequency of the stockholder vote on the compensation of the Company’s named executive officers, as required by Section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, occur every year, and the votes for each option are set forth in the table below:
| | | | | | | | | | |
| | 6,576,053 | | | | 42,715 | | | | 11,224,771 | | | | 55,552 | |
In accordance with the results of the advisory vote, the Board of Directors of the Company has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year.
Proposal 4. Ratification of Selection of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011 was as follows:
| | | | | | | |
| | 26,485,996 | | | | 196,478 | | | | 47,701 | |
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.
| | POZEN INC. |
| | | |
| | By: | /s/ William L. Hodges |
| | Name: | William L. Hodges |
| | Title: | Chief Financial Officer |
Date: June 14, 2011
