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 10, 2014
ISIS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
| 000-19125 | | 33-0336973 |
| (Commission File No.) | | (IRS Employer Identification No.) |
2855 Gazelle Court
Carlsbad, CA 92010
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (760) 931-9200
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. |
Isis Pharmaceuticals, Inc. held its Annual Meeting of Stockholders on June 10, 2014. The stockholders considered seven proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with SEC on April 25, 2014.
| Proposal 1: | Election of directors to hold office until the 2017 Annual Meeting: |
| | FOR | | WITHHELD | | ABSTAIN | | BROKER NON-VOTES |
| Spencer R. Berthelsen | | 78,751,555 | | 2,153,826 | | 3,516,027 | | 17,393,063 |
| B. Lynne Parshall | | 80,051,508 | | 1,029,353 | | 3,340,547 | | 17,393,063 |
| Joseph H. Wender | | 82,120,552 | | 771,040 | | 1,529,816 | | 17,393,063 |
The Company’s stockholders elected the foregoing candidates, by affirmative votes by a majority of the votes of the shares represented in person or by proxy at the meeting and entitled to vote in the election of Directors.
| Proposal 2: | Ratification of the appointment of a director to hold office until the 2015 Annual Meeting: |
| | FOR | | WITHHELD | | ABSTAIN | | BROKER NON-VOTES |
| Breaux Castleman | | 82,210,674 | | 2,070,994 | | 139,740 | | 17,393,063 |
The Company’s stockholders ratified Mr. Castleman’s appointment by affirmative votes by a majority of the votes of the shares represented in person or by proxy at the meeting and entitled to vote in the election of a Director.
| Proposal 3: | Ratification of the appointment of a director to hold office until the 2016 Annual Meeting: |
| | FOR | | WITHHELD | | ABSTAIN | | BROKER NON-VOTES |
| Joseph Loscalzo | | 83,815,199 | | 464,623 | | 141,586 | | 17,393,063 |
The Company’s stockholders ratified Dr. Loscalzo’s appointment by affirmative votes by a majority of the votes of the shares represented in person or by proxy at the meeting and entitled to vote in the election of a Director.
| Proposal 4: | Amendment to the Isis Pharmaceuticals, Inc. Restated Certificate of Incorporation |
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 96,941,381 | | 3,611,772 | | 1,261,318 | | 0 |
The Company’s stockholders approved the foregoing proposal.
| Proposal 5: | Approve an amendment to the Isis Pharmaceuticals, Inc. 2002 Non-Employee Directors’ Stock Option Plan |
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 80,304,735 | | 3,966,102 | | 150,571 | | 17,393,063 |
The Company’s stockholders approved the foregoing proposal.
| Proposal 6: | Approval, on an advisory basis, of the compensation paid to the Company’s executive officers, including the following resolution: |
“RESOLVED, that Isis’ stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement for the 2014 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 83,325,374 | | 884,405 | | 211,629 | | 17,393,063 |
The Company’s stockholders approved the foregoing proposal.
| Proposal 7: | Ratify the Audit Committee's selection of Ernst & Young LLP as independent auditors for our 2014 fiscal year: |
| FOR | | AGAINST | | ABSTAIN | | BROKER NON-VOTES |
| 100,326,491 | | 1,144,920 | | 343,060 | | 0 |
The Company’s stockholders approved the foregoing proposal.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Isis Pharmaceuticals, Inc. | |
| | | |
| Dated: June 12, 2014 | By: | /s/ B. Lynne Parshall | |
| | B. Lynne Parshall | |
| | Chief Operating Officer and Secretary | |
