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 4, 2010
Array BioPharma Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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84-1460811
(I.R.S. Employer Identification No.) |
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3200 Walnut Street, Boulder, CO
(Address of Principal Executive Offices)
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80301
(Zip Code) |
(303) 381-6600
(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):
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 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 5, 2010, the Board of Directors of Array BioPharma Inc. (the “Company”) approved an
amendment, subject to stockholder approval, to the Company’s Employee Stock Purchase Plan, as
amended (the “ESPP”) to increase the number of shares of common stock reserved for issuance under
the ESPP by 600,000 shares, to an aggregate of 3,450,000 shares. On November 4, 2010, the
stockholders of the Company approved this amendment at the Company’s Annual Meeting of
stockholders. A copy of the ESPP is attached as Appendix A to the proxy statement filed by the
Company with the Securities and Exchange Commission in connection with the Annual Meeting of
Stockholders.
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On November 8, 2010, Array BioPharma Inc. issued a press release reporting financial results for
the first quarter of fiscal 2011, the full text of which is attached hereto as Exhibit 99.1.
The information in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 4, 2010, the Company held its Annual Meeting of stockholders. A tabulation of the votes
with respect to each of the proposals presented at the Annual Meeting is as follows:
Proposal 1: The election of the three Class I Directors, each to serve for a
three-year term expiring at the 2013 annual meeting of stockholders and until their respective
successors have been duly elected and qualified.
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
David L. Snitman, Ph.D. |
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28,616,531 |
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3,278,217 |
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11,528,262 |
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Gil J. Van Lunsen |
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28,626,143 |
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3,268,605 |
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11,528,262 |
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John L. Zabriskie, Ph.D. |
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21,768,721 |
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10,126,027 |
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11,528,262 |
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Proposal 2: Approval of an amendment to the Array BioPharma Inc. Amended and Restated
Employee Stock Purchase Plan, as amended (the “ESPP”), to increase the number of shares of
common stock reserved for issuance under the ESPP by 600,000 shares, to an aggregate of 3,450,000
shares.
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| Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
30,872,700
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534,312
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487,736
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11,528,262 |
Proposal 3: Approval of the material terms of the performance criteria for executive
incentive compensation.
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| Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
| 27,305,827
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4,098,097
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490,824
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11,528,262 |