SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 3, 2014
CUBIST PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | | 0-21379 | | 22-3192085 |
(State or Other Jurisdiction | | (Commission | | (IRS Employer |
of Incorporation) | | File Number) | | Identification No.) |
65 Hayden Avenue, Lexington, Massachusetts 02421
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 860-8660
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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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.
Cubist Pharmaceuticals, Inc. (“Cubist”) held its Annual Meeting of Stockholders on June 3, 2014 (the “Annual Meeting”). At the Annual Meeting, Cubist’s stockholders elected Michael Bonney, Jane Henney, M.D., and Leon Moulder, Jr. as Class III directors to hold office until Cubist’s 2017 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The results of the stockholders’ votes with respect to the election of such Class III directors were as follows:
| | For | | Against | | Abstain | | Broker
Non-Votes | |
Michael Bonney | | 62,337,626 | | 3,095,959 | | 61,122 | | 3,526,891 | |
Jane Henney, M.D. | | 65,369,199 | | 69,254 | | 56,255 | | 3,526,890 | |
Leon Moulder, Jr. | | 65,040,996 | | 391,767 | | 61,945 | | 3,526,890 | |
In addition, at the Annual Meeting, Cubist’s stockholders voted upon the following proposals: (1) a non-binding, advisory vote on the compensation paid to Cubist’s named executive officers in 2013, (2) the approval of the amendment to Cubist’s Restated Certificate of Incorporation to increase the number of authorized shares of Cubist’s common stock from 150,000,000 to 300,000,000, (3) the approval of Cubist’s 2014 Employee Stock Purchase Plan, (4) the approval of Cubist’s 2014 Omnibus Incentive Plan, and (5) the ratification of the appointment of PricewaterhouseCoopers LLP as Cubist’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The results of the stockholders’ votes with respect to these five proposals were as follows:
| | For | | Against | | Abstain | | Broker
Non-Votes | |
Advisory Vote on Executive Compensation | | 64,359,032 | | 1,060,496 | | 75,179 | | 3,526,891 | |
Amendment to Restated Certificate of Incorporation | | 58,660,466 | | 10,251,781 | | 73,346 | | 0 | |
2014 Employee Stock Purchase Plan | | 65,358,057 | | 70,878 | | 65,773 | | 3,526,890 | |
2014 Omnibus Incentive Plan | | 53,726,332 | | 11,693,254 | | 75,121 | | 3,526,891 | |
Ratification of Independent Registered Public Accounting Firm | | 67,956,795 | | 974,169 | | 90,634 | | 0 | |
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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.
| CUBIST PHARMACEUTICALS, INC. |
| | |
| | |
| By: | /s/ Thomas J. DesRosier |
| | Thomas J. DesRosier |
| | Executive Vice President, Chief Legal & Administrative Officer |
Dated: June 4, 2014
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