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 19, 2011

 

 

QUESTCOR PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

California   001-14758   33-0476164

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

1300 Kellogg Drive, Suite D, Anaheim, California   92807
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (714) 786-4200

 

 

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):

 

¨ 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.

Questcor Pharmaceuticals, Inc. (the “Company”) held its 2011 Annual Meeting of Shareholders (the “Annual Meeting”) on Thursday, May 19, 2011, at its Northern California office, located at 26118 Research Place, Hayward, California 94545. At the Annual Meeting, the Company’s shareholders: (i) elected each of Don M. Bailey, Mitchell J. Blutt, M.D., Neal C. Bradsher, Stephen C. Farrell, Louis Silverman and Virgil D. Thompson to serve on the Company’s Board of Directors until the next annual meeting of shareholders and until the respective successor of each such director is duly elected and qualified, or until such director’s earlier death, resignation or removal (Proposal No. 1); (ii) approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (Proposal No. 2); (iii) recommended, on a non-binding, advisory basis, that the frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers be held every year (Proposal No. 3); (iv) ratified an amendment of the Company’s 2006 Equity Incentive Award Plan, which will increase the number of shares available for issuance thereunder by 3,500,000 shares (Proposal No. 4); (v) ratified an amendment of the Company’s Amended and Restated 2003 Employee Stock Purchase Plan, which will increase the number of shares available for issuance thereunder by 600,000 shares (Proposal No. 5); and (vi) ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011 (Proposal No. 6).

As of March 29, 2011, the record date for the Annual Meeting, the Company had 61,654,574 shares of its common stock outstanding and entitled to vote. At the Annual Meeting, 55,019,935 shares of the Company’s common stock were present in person or represented by proxy and entitled to vote. The following sets forth detailed information regarding the voting results at the Annual Meeting:

Proposal No. 1: Election of six directors to serve on the Company’s Board of Directors until the next annual meeting of shareholders and until his successor is duly elected and qualified, or until such director’s earlier death, resignation or removal.

 

Director Nominee    Votes For    Votes Withheld    Broker Non-votes

Don M. Bailey

   47,796,125    134,242    7,089,568

Mitchell J. Blutt, M.D.

   47,733,729    196,638    7,089,568

Neal C. Bradsher

   47,711,212    219,155    7,089,568

Stephen C. Farrell

   47,807,818    122,549    7,089,568

Louis Silverman

   47,672,433    257,934    7,089,568

Virgil D. Thompson

   43,976,968    3,953,399    7,089,568

Proposal No. 2: Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes
46,388,751   843,319   698,297   7,089,568

Proposal No. 3: Recommendation, on a non-binding, advisory basis, on the frequency of future shareholder advisory votes on the compensation of the Company’s named executive officers.


Every Year   Every Two Years   Every Three Years   Votes Abstaining   Broker Non-Votes

32,291,853

  6,189,631   5,374,063   1,487,699   9,676,689

Based upon the results set forth above for Proposal No. 3, the Board of Directors of the Company has determined that future shareholder advisory votes on the compensation of the Company’s named executive officers will occur every year.

Proposal No. 4: Ratification of an amendment of the Company’s 2006 Equity Incentive Award Plan, which will increase the number of shares available for issuance thereunder by 3,500,000 shares.

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes

34,346,997

  12,886,217   697,153   7,089,568

Proposal No. 5: Ratification of an amendment of the Company’s Amended and Restated 2003 Employee Stock Purchase Plan, which will increase the number of shares available for issuance thereunder by 600,000 shares.

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes

46,220,407

  1,015,905   694,055   7,089,568

Proposal No. 6: Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

 

Votes For   Votes Against   Votes Abstaining   Broker Non-Votes

54,718,529

  280,213   21,193  


SIGNATURE

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.

 

Date: May 20, 2011     QUESTCOR PHARMACEUTICALS, INC.
    By:  

/s/ Michael Mulroy

      Michael Mulroy, Chief Financial Officer &
      General Counsel