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SEC Filings

8-K
OREXIGEN THERAPEUTICS, INC. filed this Form 8-K on 07/14/2017
Entire Document
 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its annual meeting of stockholders on July 14, 2017. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the numbers of broker non-votes with respect to each matter, as applicable.

 

 

1.

To elect the following three nominees to the board of directors for a three-year term to expire at the 2020 annual meeting of stockholders:

  

 

 

 

 

 

 

Nominee

 

Shares Voted For

 

Voting Authority Withheld

 

Broker Non-Votes

Patrick J. Mahaffy

 

6,647,705

 

297,382

 

5,868,065

Michael A. Narachi

 

6,012,599

 

932,488

 

5,868,065

In accordance with the above results, each nominee was elected to serve as a director.

 

 

2.

To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017:

 

 

 

 

 

 

 

 

For

 

Against

 

Abstain

 

Broker Non-Votes

12,679,321

 

107,739

 

26,092

 

--

In accordance with the above results, the appointment of Ernst & Young LLP was ratified.

 

 

3.

To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement:

For

 

Against

 

Abstain

 

Broker Non-Votes

6,019,996

 

243,331

 

679,760

 

5,868,065

In accordance with the above results, the compensation paid to the Company’s named executive officers was approved on an advisory basis.

 

 

4.

To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers:

1 Year

2 Year

3 Year

Abstain

Broker Non-Votes

1,181,083

151,719

4,939,174

673,111

5,868,065

In accordance with the above results, the Company’s stockholders voted in favor of conducting an advisory vote on the compensation of the Company’s named executive officers once every three years.

 

 

5.

To ratify the filing and effectiveness of the certificate of amendment to the Company’s certificate of incorporation filed with the Secretary of State of the State of Delaware on July 8, 2016 and the one for ten reverse stock split of the Company’s common stock that was effected thereby and became effective on July 11, 2016 (the “Amendment Ratification”):

For

 

Against

 

Abstain

 

Broker Non-Votes

11,234,444

 

897,130

 

681,578

 

--

In accordance with the above results, the Amendment Ratification was ratified and the Company has filed a certificate of validation in respect of the Amendment Ratification with the Secretary of State of the State of Delaware.