EMISPHERE TECHNOLOGIES INC - FORM 8-K - May 27, 2011

 
 
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 24, 2011
Emisphere Technologies, Inc.
(Exact name of registrant as specified in its charter)
         
Delaware   000-17758   13-3306985
         
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   Identification No.)
         
240 Cedar Knolls Road, Suite 200,      
Cedar Knolls, New Jersey       07927
         
(Address of principal executive offices)       (Zip Code)
Registrant’s telephone number, including area code: 973-532-8000
Not Applicable
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.
Emisphere Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on May 24, 2011. The final results for each of the matters submitted to a vote of stockholders at the meeting are set forth below. A more detailed description of each proposal is set forth in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 8, 2011.
Proposal No. 1. Election of Directors. The stockholders elected both of the Board’s nominees for director, to serve a term expiring at the third succeeding annual meeting of stockholders after their election or until their respective successors are duly elected and qualified, by the votes set forth in the table below:
                                 
Name   For   Withheld   Abstained   Broker Non-Vote
Dr. Mark H. Rachesky
     25,503,803       1,474,298       185,122       n/a  
 
                                
Dr. Michael Weiser
     25,498,151       1,400,345       264,727       n/a  
Proposal No. 2. Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, by the votes set forth in the table below:
                         
For   Against   Abstained   Broker Non-Vote
25,963,665
     1,113,631       85,927       n/a  
Proposal No. 3. Advisory Vote on Frequency of Advisory Vote on Executive Compensation. The stockholders approved, on an advisory basis, the holding of an advisory vote on executive compensation on an annual basis, by the votes set forth in the table below:
                                 
1 Year   2 Years   3 Years   Abstained   Broker Non-Vote
26,411,396
     98,880       421,103       231,844       n/a  
Based upon these results, and consistent with the Company’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every year.

 

 

SIGNATURES
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.
         
  Emisphere Technologies, Inc.
 		  
May 27, 2011  By:   /s/ Michael R. Garone    
    Name:   Michael R. Garone   
    Title:   Interim Chief Executive Officer and Chief   
    Financial Officer   
 

 

EMISPHERE TECHNOLOGIES INC Reports