UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Filed Pursuant to Section 18 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): June 18, 2013
Repros Therapeutics Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-15281 | 76-0233274 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
2408 Timberloch Place, Suite B-7 The Woodlands, Texas 77380 (Address of principal executive offices and zip code) | ||
(281) 719-3400 (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 (see General Instruction A.2 below):
¨ 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 18e-4(c) under the Exchange Act (17 CFR 240.18e-4(c)
Item 5.07 Submission of Matters to a Vote of Security Holders.
Repros Therapeutics Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders on June 18, 2013 in The Woodlands, Texas. At the meeting, the Company’s stockholders: (i) elected each of the five persons listed below under Proposal 1 to serve as a director of the Company until its 2014 Annual Meeting of Stockholders; (ii) ratified and approved the appointment of PricewaterhouseCoopers LLP as the Company's registered independent public accounting firm for the Company's fiscal year ending December 31, 2013; (iii) approved the amendment of the Company’s 2011 Equity Incentive Plan; (iv) approved an advisory vote on executive compensation and (v) approved a one year frequency for the advisory vote on executive compensation. Notwithstanding the vote, Proposal 4 (an advisory vote on named executive officer compensation) Proposal 5 (an advisory vote on the frequency of the advisory vote on named executive officer compensation) are advisory votes only and are not binding on the Company. The following table describes the results of the voting at the annual meeting:
| Proposal or Name of Nominee | Shares Voted "For" | Shares Voted "Against" | Shares Withheld | Shares Abstained | Broker Non-Votes | |||||||||||||||
| Proposal 1: Election of Directors | ||||||||||||||||||||
| Joseph S. Podolski | 12,747,524 | -- | 43,194 | -- | 3,013,570 | |||||||||||||||
| Daniel F. Cain | 12,747,250 | -- | 43,468 | -- | 3,013,570 | |||||||||||||||
| Nola Masterson, M.S. | 12,746,948 | -- | 43,770 | -- | 3,013,570 | |||||||||||||||
| Michael G. Wyllie, Ph.D., DSC | 12,747,223 | -- | 43,495 | -- | 3,013,570 | |||||||||||||||
| Saira Ramasastry | 12,773,526 | -- | 17,192 | -- | 3,013,570 | |||||||||||||||
| Proposal 2: Ratification of Appointment of PricewaterhouseCoopers LLP | 15,776,267 | 18,811 | -- | 9,210 | -- | |||||||||||||||
| Proposal 3: Ratification and Approval of amendment of the 2011 Equity Incentive Plan | 11,722,221 | 1,062,238 | -- | 6,259 | 3,013,570 | |||||||||||||||
| Proposal 4: Ratification and Approval of an Advisory Vote on Executive Compensation | 11,110,481 | 1,666,139 | -- | 14,098 | 3,013,570 | |||||||||||||||
| Proposal or Name of Nominee | Every 1 Year | Every 2 Years | Every 3 Years | Shares Abstained | Broker Non-Votes | |||||||||||||||
| Proposal 5: Ratification and Approval of an Advisory Vote on the frequency of votes on Executive Compensation | 8,344,738 | 950,699 | 3,081,334 | 413,947 | 3,013,570 | |||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Repros Therapeutics Inc. | ||
| Date: June 20, 2013 | ||
| By: | /s/ Katherine A. Anderson | |
| Katherine A. Anderson Chief Financial Officer | ||