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): June 15, 2011
Cadence Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33103 | 41-2142317 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
12481 High Bluff Drive, Suite 200
San Diego, California 92130
(Address of principal executive offices, including zip code)
(858) 436-1400
(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):
| ¨ | 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 June 15, 2011, Cadence Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders in San Diego, California, at which the stockholders voted on proposals as follows:
Proposal 1. The election of Dr. James C. Blair, Mr. Alan D. Frazier and Mr. Christopher J. Twomey as directors for a three-year term expiring at the 2014 Annual Meeting of Stockholders:
| Nominee |
For | Withheld | Broker Non-Votes | |||||||||
| James C. Blair |
54,727,801 | 401,520 | 6,157,502 | |||||||||
| Alan D. Frazier |
55,096,433 | 32,888 | 6,157,502 | |||||||||
| Christopher J. Twomey |
55,096,308 | 33,013 | 6,157,502 | |||||||||
Proposal 2. The approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 54,835,638 |
286,664 | 7,019 | 6,157,502 |
Proposal 3. The recommendation, by non-binding advisory vote, of the frequency of stockholder non-binding advisory votes regarding the compensation of the Company’s named executive officers:
| 3 Years |
2 Years |
1 Year |
Abstentions |
Broker Non-Votes | ||||
| 38,732,591 |
406,349 | 15,982,446 | 7,715 | 6,157,722 |
In light of the voting results for Proposal 3, the Company’s Board of Directors has determined to hold a stockholder advisory vote on named executive officer compensation every three years.
Proposal 4. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 61,246,946 |
12,726 | 27,151 | N/A |
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.
| CADENCE PHARMACEUTICALS, INC. | ||
| By: | /s/ William R. LaRue | |
| William R. LaRue | ||
| Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary | ||
Date: June 17, 2011