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): May 17, 2012
THRESHOLD PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32979 | 94-3409596 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
170 Harbor Way, Suite 300
South San Francisco, California 94080
(Address of principal executive offices)(Zip Code)
(650) 474-8200
(Registrant’s telephone number, including area code)
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.
On May 17, 2012, Threshold Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders.
At the annual meeting, there were at least 37,945,324 shares represented to vote either in person or by proxy, or 70.75% of the outstanding shares, which represented a quorum. The final results of voting for each matter submitted to a vote of stockholders at the meeting were as follows:
Proposal 1: Election of Directors.
Wilfred E. Jaeger, M.D. and David R. Parkinson, M.D. were elected as Class II directors for a term of three years. The voting for each director was as follows:
| For | Withheld | Broker Non-Vote | ||||
| Wilfred E. Jaeger, M.D. | 26,102,541 | 57,398 | 11,785,385 | |||
| David R. Parkinson, M.D. | 26,105,045 | 54,894 | 11,785,385 |
Proposal 2: Ratification of Independent Registered Public Accounting Firm
Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 with 37,791,020 votes in favor, 114,223 votes against and 40,081 abstentions.
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 thereunto duly authorized.
| THRESHOLD PHARMACEUTICALS, INC. | ||
| By: | /s/Joel A. Fernandes | |
| Joel A. Fernandes Vice President, Finance and Controller | ||
Date: May 18, 2012