SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2011
(Exact name of registrant as specified in its charter)
Registrants 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:
On June 8, 2011, Targacept, Inc. (the Company) held its 2011 annual meeting of stockholders. At the meeting, the stockholders of the Company: (1) elected M. James Barrett, Ph.D., Julia R. Brown, J. Donald deBethizy, Ph.D. and John P. Richard to the Companys Board of Directors as Class II directors for a term to expire at the 2014 annual meeting of stockholders, with each such director to hold office until his or her successor is duly elected and qualified or until his or her earlier death, retirement, resignation or removal (Election of Directors); (2) approved, on an advisory basis, the compensation of the Companys named executive officers as set forth in the proxy statement for the meeting (Advisory Vote on Executive Compensation); (3) recommended a frequency of one year for future advisory votes on the compensation of the Companys named executive officers (Frequency of Future Advisory Votes on Executive Compensation); and (4) ratified the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2011 (Ratification of Auditor). A more complete description of each of these matters is set forth in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2011.
The number of votes cast by the stockholders in favor, against or withheld and, where applicable, the number of abstentions and the number of broker non-votes on each of the foregoing matters are set forth below.
1. Election of Directors
There were 3,366,324 broker non-votes with respect to this matter.
2. Advisory Vote on Executive Compensation
3. Frequency of Future Advisory Votes on Executive Compensation
The Company has determined that it currently intends to include an advisory vote on the compensation of its named executive officers in its proxy materials for each annual meeting of stockholders until the next advisory vote of the stockholders on the frequency of future advisory votes on the compensation of the Companys named executive officers, which will occur no later than the Companys 2017 annual meeting of stockholders.
4. Ratification of Auditor
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.