UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 13, 2012
SANTARUS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| | | | |
| Delaware | | 0-50651 | | 33-0734433 |
(State or Other Jurisdiction of Incorporation or Organization) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
3721 Valley Centre Drive, Suite 400, San Diego, California 92130
(Address of Principal Executive Offices) (Zip Code)
(858) 314-5700
(Registrant’s Telephone Number, Including Area Code)
N/A
(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:
| ¨ | 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. |
The 2012 annual meeting of stockholders of Santarus, Inc. (the “Company”) was held on June 13, 2012. Set forth below is a brief description of each matter voted on at the meeting and the final voting results.
Proposal 1. The election of three members of the Company’s board of directors for terms expiring at the 2015 annual meeting of stockholders. In accordance with the results below, each nominee was elected to serve as a director.
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| | | Votes For | | | Votes Withheld | | | Broker Non-Votes | |
Gerald T. Proehl | | | 34,868,814 | | | | 492,042 | | | | 20,384,288 | |
David F. Hale | | | 33,663,931 | | | | 1,696,925 | | | | 20,384,288 | |
Ted W. Love, M.D. | | | 34,811,423 | | | | 549,433 | | | | 20,384,288 | |
Proposal 2. The ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012. In accordance with the results below, the selection of Ernst & Young LLP was approved.
| | | | | | | | | | | | |
Votes For | | Votes Against | | | Abstentions | | | Broker Non-Votes | |
55,300,637 | | | 301,665 | | | | 142,842 | | | | 0 | |
In addition, pursuant to the Company’s bylaws, the board of directors voted to decrease the size of the board from nine to eight members.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | | | SANTARUS, INC. |
| | | |
| Date: June 15, 2012 | | | | By: | | /s/ Gerald T. Proehl |
| | | | | | Name: | | Gerald T. Proehl |
| | | | | | Title: | | President and Chief Executive Officer |
