UNITED STATES
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): November 1, 2016 (October 27, 2016)
Array BioPharma Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
001-16633 |
|
84-1460811 |
(Commission |
|
(I.R.S. Employer Identification No.) |
3200 Walnut Street, Boulder, Colorado |
|
80301 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
(303) 381-6600
(Registrants telephone number, including area code)
(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
On October 27, 2016, the Company held its Annual Meeting. There were 110,487,389 shares of common stock represented in person or by valid proxies at the Annual Meeting and entitled to be voted, representing 76% of the 145,022,564 shares of common stock outstanding as of the August 31, 2016 record date. The stockholders voted on four proposals at the Annual Meeting. The proposals are described in detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission dated September 12, 2016. The following is a tabulation of the final voting results for each of the proposals presented and voted on at the Annual Meeting.
Proposal 1: The Companys stockholders elected two Class I Directors, each to serve for a three-year term expiring at the 2019 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The votes regarding this proposal were as follows:
|
|
Votes For |
|
Votes |
|
Broker |
John Orwin |
|
79,283,017 |
|
5,622,662 |
|
25,581,710 |
Gil J. Van Lunsen |
|
79,902,201 |
|
5,003,478 |
|
25,581,710 |
Proposal 2: The Companys stockholders approved an increase in the number of shares of common stock reserved for issuance under the Array BioPharma Inc. Employee Stock Purchase plan by an additional 750,000 shares to 6,000,000 shares. The votes regarding this proposal were as follows:
Votes For |
|
Votes Against |
|
Votes |
|
Broker |
83,677,653 |
|
990,303 |
|
237,723 |
|
25,581,710 |
Proposal 3: The Companys stockholders approved the advisory vote on executive compensation. The votes regarding this proposal were as follows:
Votes For |
|
Votes Against |
|
Votes |
|
Broker |
78,323,098 |
|
6,401,946 |
|
180,635 |
|
25,581,710 |
Proposal 4: The Companys stockholders ratified the appointment of KPMG LLP as the Companys independent registered public accounting firm for the year ending June 30, 2017. The votes regarding this proposal were as follows:
Votes For |
|
Votes Against |
|
Votes |
|
109,098,308 |
|
662,849 |
|
726,232 |
|