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 19, 2011
FURIEX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| | |
| 001-34641 | | 27-1197863 |
| (Commission File Number) | | (IRS Employer ID Number) |
| |
3900 Paramount Parkway, Suite 150, Morrisville, North Carolina | | 27560 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code (919) 456-7800
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 2011 annual meeting of stockholders for Furiex Pharmaceuticals, Inc. was held on May 19, 2011.
At the meeting, our stockholders elected six members to our board of directors for a term expiring at the annual meeting of stockholders in 2012, as follows:
| | | | | | | | | | | | |
Members | | Number of Shares
Voted For | | | Number of Shares
Against or Withheld
(Includes Abstentions) | | | Broker
Non-Votes | |
Stuart Bondurant, M.D. | | | 5,562,606 | | | | 871,565 | | | | 1,193,081 | |
Peter B. Corr, Ph.D. | | | 5,504,683 | | | | 929,488 | | | | 1,193,081 | |
Wendy L. Dixon, Ph.D. | | | 5,017,237 | | | | 1,416,934 | | | | 1,193,081 | |
Fredric N. Eshelman, Pharm.D. | | | 5,556,370 | | | | 877,801 | | | | 1,193,081 | |
Steven W. Kaldor, Ph.D | | | 5,539,368 | | | | 894,803 | | | | 1,193,081 | |
Robert P. Ruscher | | | 5,504,854 | | | | 929,317 | | | | 1,193,081 | |
Our stockholders also ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011. The vote for such ratification was 7,422,046 shares for and 205,206 shares against (including abstentions).
Our stockholders approved the advisory resolution approving the compensation of our named executive officers as presented in the Company’s proxy statement related to the annual meeting. The vote for such proposal was 5,910,508 shares for, 523,663 shares against (including abstentions) and 1,193,081 broker non-votes.
In the advisory vote on the frequency with which executive compensation will be subject to future advisory stockholder votes, our stockholders approved the option of every year. The vote for such proposal was 5,365,192 shares for every year, 196,717 shares for every two years, 468,604 shares for every three years, 403,658 shares in abstention and 1,193,081 broker non-votes.
In accordance with the Board’s recommendation as set forth in the 2011 Proxy Statement, and based on the voting results for this proposal, the Company determined that an advisory vote to approve the compensation of the named executive officers of the Company will be conducted on an annual basis, unless and until changed, including potentially pursuant to the next advisory vote on this matter.
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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.
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| | | FURIEX PHARMACEUTICALS, INC. |
| |
Date: May 24, 2011 | | /s/ Marshall H. Woodworth |
| | Marshall H. Woodworth |
| | Chief Financial Officer |
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