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): June 7, 2012
TRANZYME, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | | 001-35119 | | 63-1192270 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (I.R.S. Employer
Identification No.) |
5001 South Miami Boulevard, Suite 300
Durham, NC | | 27703 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (919) 474-0020
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 “Annual Meeting”) of Tranzyme, Inc. (the “Company”) was held on June 7, 2012. At the Annual Meeting, the stockholders voted on the following five proposals and cast their votes as described below.
Proposal 1. The individuals listed below were elected at the Annual Meeting to serve a one-year term on the Company’s Board of Directors until the annual meeting of stockholders in 2013 and until their respective successors are duly elected and qualified or until their earlier resignation or removal.
| | FOR | | WITHHELD | | BROKER
NON-VOTES | |
| | | | | | | |
Vipin K. Garg, Ph.D. | | 14,807,118 | | 2,761 | | 2,110,894 | |
| | | | | | | |
John H. Johnson | | 14,802,118 | | 7,761 | | 2,110,894 | |
| | | | | | | |
George B. Abercrombie | | 14,807,118 | | 2,761 | | 2,110,894 | |
| | | | | | | |
Jean-Paul Castaigne, M.D. | | 14,807,778 | | 2,101 | | 2,110,894 | |
| | | | | | | |
Aaron Davidson | | 14,805,578 | | 4,301 | | 2,110,894 | |
| | | | | | | |
Anne M. VanLent | | 14,807,778 | | 2,101 | | 2,110,894 | |
| | | | | | | |
Alex Zisson | | 14,804,918 | | 4,961 | | 2,110,894 | |
Proposal 2. The Company’s stockholders approved the non-binding, advisory resolution on the executive compensation of the Company’s named executive officers.
FOR | | ABSTAIN | | AGAINST | | BROKER
NON-VOTES | |
| | | | | | | |
14,785,380 | | 12,422 | | 12,077 | | 2,110,894 | |
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Proposal 3. The option to hold advisory votes on the executive compensation of the Company’s named executive officers on an annual basis received the highest number of votes from the Company’s stockholders.
1 YEAR | | 2 YEARS | | 3 YEARS | | ABSTAIN | | BROKER
NON-VOTES | |
| | | | | | | | | |
14,385,380 | | 4,792 | | 22,976 | | 396,731 | | 2,110,894 | |
Proposal 4. The Company’s stockholders approved the amendment and restatement of the Tranzyme, Inc. 2011 Stock Option and Incentive Plan.
FOR | | ABSTAIN | | AGAINST | | BROKER NON-
VOTES | |
| | | | | | | |
14,388,011 | | 7,362 | | 414,506 | | 2,110,894 | |
Proposal 5. The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012.
FOR | | ABSTAIN | | AGAINST | |
| | | | | |
14,911,515 | | 3,990 | | 5,268 | |
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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.
Date June 12, 2012 | Tranzyme, Inc. |
| |
| By: | /s/ Richard I. Eisenstadt |
| | Richard I. Eisenstadt |
| | Chief Financial Officer and Vice |
| | President, Finance |
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