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): April 22, 2013
Dendreon Corporation
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | | 001-35546 | | 22-3203193 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
1301 2nd Avenue, Seattle, Washington | | 98101 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (206) 256-4545
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 (see General Instruction A.2. below):
¨ | 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)) |
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Dendreon Corporation (the “Company”) held its 2013 Annual Meeting of Stockholders on April 22, 2013 at the Bridgewater Marriott, 700 Commons Way, Bridgewater, New Jersey 08807. A total of 157,747,599 shares of the Company’s common stock were entitled to vote as of March 22, 2013, the record date for the Annual Meeting, of which 124,263,163 (78.78%) were present in person or by proxy at the Annual Meeting. The votes cast with respect to each item of business properly presented at the meeting are as follows:
The stockholders elected each of the two nominees to the Company’s Board of Directors to hold office until the 2016 Annual Meeting of Stockholders by a plurality of the votes duly cast.
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| | For | | | Against | | | Abstain | | | Broker Non- Votes | |
Bogdan Dziurzynski | | | 48,989,181 | | | | 6,059,989 | | | | 480,867 | | | | 68,733,126 | |
Douglas G. Watson | | | 50,333,747 | | | | 4,709,160 | | | | 487,130 | | | | 68,733,126 | |
The stockholders approved the adoption of the Dendreon Corporation 2013 Employee Stock Purchase Plan. | |
| | For | | | Against | | | Abstain | | | Broker Non- Votes | |
| | | 49,516,454 | | | | 5,511,877 | | | | 501,706 | | | | 68,733,126 | |
The stockholders approved the amendment to the Rights Agreement, dated as of May 4, 2012, to help preserve under Section 382 of the Internal Revenue Code of 1986, as amended, the value of the net operating loss carryovers and other deferred tax assets of the Company. | |
| | For | | | Against | | | Abstain | | | Broker Non- Votes | |
| | | 47,247,861 | | | | 7,957,402 | | | | 324,774 | | | | 68,733,126 | |
The stockholders recommended against, on a non-binding advisory basis, the approval of the Company’s overall executive compensation program by a majority of the votes duly cast. | |
| | For | | | Against | | | Abstain | | | Broker Non- Votes | |
| | | 17,240,760 | | | | 37,659,603 | | | | 629,674 | | | | 68,733,126 | |
The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2013 by a majority of the votes duly cast. | |
| | For | | | Against | | | Abstain | | | | |
| | | 115,507,041 | | | | 7,548,217 | | | | 1,207,905 | | | | | |
SIGNATURE
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.
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| | | | | | DENDREON CORPORATION |
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Date: April 26, 2013 | | | | | | /s/ Christine Mikail |
| | | | | | | | Christine Mikail Executive Vice President, Corporate Development, General Counsel and Secretary |