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): August 8, 2011
Arrowhead Research Corporation
(Exact name of registrant as specified in its charter)
0-21898
(Commission
File Number)
| Delaware | 46-0408024 | |
| (State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
201 South Lake Avenue, Suite 703, Pasadena, CA 91101
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (626) 304-3400
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 |
The following proposals were submitted to the stockholders at the 2011 Annual Meeting of Stockholders held on August 8, 2011.
| • | The election of six directors to serve as members of the Company’s Board of Directors until the next Annual Meeting or until their successors are elected; |
| • | The approval of an amendment to the Company’s Certificate of Incorporation and the grant to the Company’s Board of Directors of the authority to effect a reverse split of our common stock at a specific whole number ratio within a range from 1-for-2 to 1-for-15; |
| • | The ratification of Rose Snyder & Jacobs as independent auditors of the Company for the fiscal year ended September 30, 2011; and |
| • | The adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of the foregoing proposals. |
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
Board of Director Election Results
| Name |
Votes For |
Votes Withheld |
Broker Non-Votes | |||
| R. Bruce Stewart |
18,161,208 | 699,644 | 26,500,911 | |||
| Christopher Anzalone |
18,195,700 | 665,152 | 26,500,911 | |||
| Edward W. Frykman |
17,370,834 | 1,490,018 | 26,500,911 | |||
| Charles P. McKenney |
17,386,407 | 1,474,445 | 26,500,911 | |||
| Mauro Ferrari |
17,337,663 | 1,523,189 | 26,500,911 | |||
| Douglass Given |
17,400,679 | 1,460,173 | 26,500,911 |
Approval of Amendment to Arrowhead’s Certificate of Incorporation and Authority to Effect a Reverse Split
The results of the voting included 40,663,368 votes for, 4,386,929 votes against, and 311,466 votes abstained. The proposal was approved.
Ratification of Rose, Snyder & Jacobs as Arrowhead’s independent public accounting firm
The results of the voting included 44,210,099 votes for, 634,215 votes against, and 517,449 votes abstained. The appointment was ratified.
Adjournment of the Annual Meeting
The proposal was withdrawn.
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.
Date: August 9, 2011
| ARROWHEAD RESEARCH CORPORATION | ||
| By: | /s/ Jane Davidson | |
| Jane Davidson | ||
| Corporate Secretary | ||