DURECT (DRRX) 8-K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-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 16, 2015 (June 15, 2015)

DURECT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-31615	94-3297098
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

10260 Bubb Road

Cupertino, CA 95014

(Address of principal executive offices) (Zip code)

(408)777-1417

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of DURECT Corporation (the “Company”), held on June 15, 2015, the Company’s stockholders approved an amendment and restatement of the 2000 Employee Stock Purchase Plan, including an increase to the number of shares of the Company’s Common Stock available for issuance by 350,000 shares and an extension of the plan’s term for ten years from the date of the 2015 Annual Meeting.

The foregoing description of the amendment and restatement of the 2000 Employee Stock Purchase Plan is only a summary and is qualified in its entirety by the full text of the 2000 Employee Stock Purchase Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The disclosure set forth under Proposal 1 and Proposal 2 in Item 5.07 of this Form 8-K is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on June 15, 2015, there were 103,403,442 shares represented to vote either in person or by proxy, or 88.8% of the outstanding shares, which represented a quorum. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Proposal 1: Election of Directors

James E. Brown and Armand P. Neukermans were elected as Class III directors for a term of three years. The voting for each director was as follows:

	For		Withheld		Broker Non-Vote
James E. Brown		63,690,738		865,343		38,847,361
Armand P. Neukermans		63,659,713		896,368		38,847,361

Proposal 2: An amendment and restatement of the 2000 Employee Stock Purchase Plan, including an increase to the number of shares of the Company’s Common Stock available for issuance by 350,000 shares and an extension of the plan’s term for ten years from the date of the 2015 Annual Meeting

The amendment and restatement of the 2000 Employee Stock Purchase Plan was approved based upon the following votes:

For	Against	Abstain	Broker Non-Vote
59,942,692	4,240,326	373,063	38,847,361

Proposal 3: Say on Pay – An advisory vote on the approval of executive compensation

The Company’s executive compensation was approved on a non-binding, advisory basis based upon the following votes:

For	Against	Abstain	Broker Non-Vote
63,006,005	1,074,665	475,411	38,847,361

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm for the Company for the Current Fiscal Year

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2015 was ratified based upon the following votes:

For	Against	Abstain	Broker Non-Vote
102,756,244	279,104	368,094	0

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
10.1*	DURECT Corporation 2000 Employee Stock Purchase Plan, as amended.

* Management contract or compensatory plan or arrangement.

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.

	DURECT Corporation
Date: June 16, 2015	By:	/s/ James E. Brown
		James E. Brown
		President and Chief Executive Officer

Exhibit Index

Exhibit No.
10.1*	DURECT Corporation 2000 Employee Stock Purchase Plan, as amended.

* Management contract or compensatory plan or arrangement.