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): May 10, 2011
INTERMUNE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-29801 | 94-3296648 | |
(Commission File Number) |
(IRS Employer Identification Number) |
3280 Bayshore Boulevard
Brisbane, CA 94005
(Address of principal executive offices, including Zip Code)
Registrants telephone number, including area code: (415) 466-2200
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:
¨ | 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 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 May 10, 2011, InterMune, Inc., or InterMune, held its annual meeting of stockholders. The following matters set forth in InterMunes definitive proxy statement on Schedule 14A dated April 13, 2011 and filed with the Securities and Exchange Commission were voted on at the annual meeting of stockholders and the results of such voting are indicated below.
1. | The election of the two nominees listed below to serve until the 2014 annual meeting of stockholders or until their successors are elected. |
For | Withheld | Broker Non-Vote | ||||
Louis Drapeau |
44,332,215 | 629,340 | 2,942,374 | |||
James I. Healy, M.D., Ph.D. |
44,677,875 | 283,680 | 2,942,374 |
2. | The selection, by InterMunes Audit Committee of the Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm of InterMune for its fiscal year ending December 31, 2011 was ratified. |
For |
Against |
Abstained | ||
47,815,996 |
73,269 | 14,664 |
There were no broker non-votes for this matter voted on.
3. | The amendment to InterMunes Amended and Restated 2000 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the plan by 1,950,000 shares was approved. |
For |
Against |
Abstained |
Broker Non-Vote | |||
42,060,281 |
2,887,578 |
13,696 |
2,942,374 |
4. | The non-binding resolution to approve the compensation of the named executive officers as disclosed in the proxy statement was approved by the stockholders by the following vote: |
For |
Against |
Abstained |
Broker Non-Vote | |||
44,365,612 |
579,197 | 16,746 | 2,942,374 |
5. | The determination of whether the stockholder vote to approve the compensation of the named executive officers should occur every one, two or three years received the following vote: |
Every Year |
Every 2 Years |
Every 3 Years |
Abstain |
Broker Non-Vote | ||||
42,164,244 |
22,725 | 2,743,214 | 31,372 | 2,942,374 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 12, 2011 | INTERMUNE, INC. | |||||||
By: | /s/ John C. Hodgman | |||||||
John C. Hodgman | ||||||||
Senior Vice President of Finance Administration and Chief Financial Officer |