UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 16, 2011
Auxilium Pharmaceuticals, Inc.
(Exact Name of Registrant Specified in Charter)
| Delaware | 000-50855 | 23-3016883 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 40 Valley Stream Parkway Malvern, PA |
19355 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (484) 321-5900
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:
| ¨ | 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 16, 2011, Auxilium Pharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). Proposals to be voted on by stockholders included:
| 1. | The election of nine directors to hold office until the Company’s 2012 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified; |
| 2. | The approval of the amendment and restatement of the Auxilium Pharmaceuticals, Inc. 2004 Equity Compensation Plan (the “Plan”) to increase the number of shares of Company common stock authorized for issuance under the Plan by 3,750,000 shares from 10,650,000 to 14,400,000 shares, subject to the limitation that of those 3,750,000 shares only 3,000,000 shares may be issued pursuant to stock awards, stock units and other equity-based awards (other than stock appreciation rights); |
| 3. | The ratification of the selection by the Audit and Compliance Committee of the Company’s Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011; |
| 4. | The approval, on an advisory basis, of the compensation paid to our named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the compensation tables and any related materials disclosed in the Proxy Statement for the Meeting; and |
| 5. | The approval, on an advisory basis, of an annual advisory vote on the compensation of our named executive officers. |
There were 47,838,874 shares of common stock eligible to vote. 40,645,654 votes (84.96% of the outstanding shares) were cast. The results for each of the proposals were as follows:
| 1. | Election of Directors to serve until the 2012 Annual Meeting of Stockholders or until their successors are elected and qualified: |
| NAME | FOR | WITHHELD | BROKER NON-VOTES |
|||||||||
| Rolf A. Classon |
38,377,977 | 168,100 | 2,099,577 | |||||||||
| Al Altomari |
38,514,661 | 31,416 | 2,099,577 | |||||||||
| Armando Anido |
38,526,539 | 19,538 | 2,099,577 | |||||||||
| Peter C. Brandt |
38,515,761 | 30,316 | 2,099,577 | |||||||||
| Oliver S. Fetzer, Ph.D. |
38,378,777 | 167,300 | 2,099,577 | |||||||||
| Paul A. Friedman, M.D. |
38,390,799 | 155,278 | 2,099,577 | |||||||||
| Renato Fuchs, Ph.D. |
38,526,689 | 19,388 | 2,099,577 | |||||||||
| Nancy S. Lurker |
33,074,961 | 5,471,116 | 2,099,577 | |||||||||
| William T. McKee |
38,514,961 | 31,116 | 2,099,577 | |||||||||
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| 2. | Approval of the amendment and restatement of the Plan to increase the number of shares of Company common stock authorized for issuance under the Plan by 3,750,000 shares from 10,650,000 to 14,400,000 shares, subject to the limitation that of those 3,750,000 shares, only 3,000,000 shares may be issued pursuant to stock awards, stock units and other equity-based awards (other than stock appreciation rights): |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||
| 32,600,545 |
5,917,833 | 27,699 | 2,099,577 | |||||||||
| 3. | Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2011: |
| FOR | AGAINST | ABSTAIN | ||||||
| 40,579,485 |
38,325 | 27,844 | ||||||
| 4. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|||||||||
| 38,432,599 |
84,566 | 28,912 | 2,099,577 | |||||||||
| 5. | Approval, on an advisory basis, of an annual advisory vote on the compensation of the Company’s named executive officers: |
| 1 YEAR | 2 YEARS | 3 YEARS | ABSTAIN | BROKER NON-VOTES |
||||||||||||
| 36,239,508 |
4,512 | 2,272,164 | 29,893 | 2,099,577 | ||||||||||||
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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.
| AUXILIUM PHARMACEUTICALS, INC. | ||||
| Date: June 20, 2011 |
By: | /s/ James E. Fickenscher | ||
| James E. Fickenscher | ||||
| Chief Financial Officer | ||||
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