UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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 24, 2011
Emisphere Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-17758 | 13-3306985 | ||
| (State or other jurisdiction | (Commission | (I.R.S. Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| 240 Cedar Knolls Road, Suite 200, | ||||
| Cedar Knolls, New Jersey | 07927 | |||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 973-532-8000
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.
Emisphere Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on May 24, 2011. The final results for each of the matters submitted to a vote of stockholders at the meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 8, 2011.
Proposal No. 1. Election of Directors.The stockholders elected both of the Board’s nominees for director, to serve a term expiring at the third succeeding annual meeting of stockholders after their election or until their respective successors are duly elected and qualified, by the votes set forth in the table below:
| Name | For | Withheld | Abstained | Broker Non-Vote | ||||||||||||
| Dr. Mark H. Rachesky | 25,503,803 | 1,474,298 | 185,122 | n/a | ||||||||||||
| Dr. Michael Weiser | 25,498,151 | 1,400,345 | 264,727 | n/a | ||||||||||||
Proposal No. 2. Advisory Vote on Executive Compensation.The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the votes set forth in the table below:
| For | Against | Abstained | Broker Non-Vote | |||||||||
| 25,963,665 | 1,113,631 | 85,927 | n/a | |||||||||
Proposal No. 3. Advisory Vote on Frequency of Advisory Vote on Executive Compensation.The stockholders approved, on an advisory basis, the holding of an advisory vote on executive compensation on an annual basis, by the votes set forth in the table below:
| 1 Year | 2 Years | 3 Years | Abstained | Broker Non-Vote | ||||||||||||
| 26,411,396 | 98,880 | 421,103 | 231,844 | n/a | ||||||||||||
Based upon these results, and consistent with the Company’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every year.
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.
| Emisphere Technologies, Inc. | ||||
| May 27, 2011 | By: | /s/ Michael R. Garone | ||
| Name: | Michael R. Garone | |||
| Title: | Interim Chief Executive Officer and Chief | |||
| Financial Officer | ||||