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
June 23, 2009
Date of Report (Date of
earliest event reported)
Poniard Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
Washington | | 0-16614 | | 91-1261311 |
(State or Other Jurisdiction | | (Commission File No.) | | (IRS Employer |
of Incorporation) | | | | Identification No.) |
| | | | |
7000 Shoreline Court, Suite 270, South San Francisco, California | | 94080 |
(Address of principal executive offices) | | (Zip Code) |
(650) 583-3774
(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 communication 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))
Section 5 — Corporate Governance and Management
Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On June 23, 2009, the board of directors approved an amendment and restatement of the Company’s bylaws. The purpose of the amendment and restatement was to (i) provide for electronic delivery of consents of directors for purposes of taking action by unanimous consent without a meeting of directors, (ii) update provisions relating to notice requirements for special and annual board and committee meetings; and (iii) clarify the roles and responsibilities of the Chief Executive Officer and the President of the Company.
Section 8 — Other Events
Item 8.01. Other Events.
At the Annual Meeting of Shareholders held on June 24, 2009, the shareholders elected the following persons to serve as directors of the Company for a one-year term that expires at the 2010 Annual Meeting of Shareholders, or until their successors have been elected and qualified:
Gerald McMahon, PhD
Robert S. Basso
Frederick B. Craves, PhD
E. Rolland Dickson, MD
Carl S. Goldfischer, MD
Robert M. Littauer
Ronald A. Martell
Nicholas J. Simon III
David R. Stevens, PhD
Section 9 — Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 3(ii) — Poniard Pharmaceuticals, Inc. Amended and Restated Bylaws, as amended effective June 23, 2009
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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.
| Poniard Pharmaceuticals, Inc. |
| |
Dated: June 25, 2009 | By: | /s/GREGORY L. WEAVER |
| | Name: | Gregory L. Weaver |
| | Title: | Chief Financial Officer and |
| | | Senior Vice President, Finance |
| | | (Principal Financial Officer) |
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EXHIBIT INDEX
Exhibit No. | | Description |
Exhibit 3(ii) | | Poniard Pharmaceuticals, Inc. Amended and Restated Bylaws, as amended effective June 23, 2009 |
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