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): October 2, 2012
EPOCRATES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35062 | 94-3326769 | ||
| (State or other jurisdiction | (Commission File Number) | (IRS Employer Identification No.) | ||
| of incorporation) | ||||
1100 Park Place, Suite 300 San Mateo, California | 94403 | |
| (Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (650) 227-1700
Not Applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing 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.
The Annual Meeting of Stockholders (the “Meeting”) of Epocrates, Inc. was held on October 2, 2012, in San Mateo, California. Of the 24,816,205 shares outstanding as of the record date, 19,384,473 shares (approximately 78%) were present or represented by proxy at the Meeting.
At the Meeting, Epocrates' stockholders: (i) elected Andrew Hurd, Patrick S. Jones, Peter C. Brandt, Philippe O. Chambon, Gary G. Greenfield, Thomas L. Harrison, Erick N. Tseng and Mark A. Wan as directors; and (ii) approved the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Epocrates for the fiscal year ending December 31, 2012.
The results of the voting on the matters submitted to the stockholders are as follows:
1. To elect eight directors to serve until the 2013 Annual Meeting of Stockholders or until their successors are duly elected and qualified.
| Name | Votes For | Votes Withheld | Broker Non-Votes |
| Andrew Hurd | 15,439,448 | 14,164 | 3,930,861 |
| Patrick S. Jones | 15,268,004 | 185,608 | 3,930,861 |
| Peter C. Brandt | 15,409,226 | 44,386 | 3,930,861 |
| Philippe O. Chambon | 12,532,968 | 2,920,644 | 3,930,861 |
| Gary G. Greenfield | 15,434,285 | 19,327 | 3,930,861 |
| Thomas L. Harrison | 12,393,243 | 3,060,369 | 3,930,861 |
| Erick N. Tseng | 15,445,427 | 8,185 | 3,930,861 |
| Mark A. Wan | 12,559,203 | 2,894,409 | 3,930,861 |
2. To ratify the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the independent registered public accounting firm for Epocrates for its fiscal year ending December 31, 2012.
| Votes For | Votes Against | Votes Abstaining | ||
| 18,482,154 | 895,037 | 7,282 | ||
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.
| EPOCRATES, INC. | ||
| October 2, 2012 | ||
| By: | /s/ Matthew A. Kaminer | |
| Matthew A. Kaminer | ||
| General Counsel and Secretary | ||