Attached files
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EX-99.1 - EQUITY INCENTIVE PLAN. - AMYLIN PHARMACEUTICALS INC | d354037dex991.htm |
EX-99.2 - EMPLOYEE STOCK PURCHASE PLAN. - AMYLIN PHARMACEUTICALS INC | d354037dex992.htm |
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 15, 2012
AMYLIN PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 0-19700 | 33-0266089 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
9360 Towne Centre Drive
San Diego, California 92121
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (858) 552-2200
Check the appropriate box below if the Form 8K 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 14a12 under the Exchange Act (17 CFR 240.14a12) |
¨ | Precommencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b)) |
¨ | Precommencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CRF 240.13e4(c)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 15, 2012, the stockholders of Amylin Pharmaceuticals, Inc., or Amylin, voted to approve an amendment to Amylins 2009 Equity Incentive Plan, or 2009 EIP, to increase by 12,000,000 shares the aggregate number of shares of Amylins common stock authorized for issuance under the 2009 EIP. Amylin stockholders also voted to approve an amendment to Amylins 2001 Employee Stock Purchase Plan, or 2001 ESPP, to increase by 2,000,000 shares the aggregate number of shares of Amylins common stock authorized for issuance under the 2001 ESPP. The amended and restated 2009 EIP and 2001 ESPP are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
Amylin held its 2012 Annual Meeting of Stockholders on May 15, 2012. At the Annual Meeting, Amylin stockholders voted upon and (i) elected Adrian Adams, Teresa Beck, M. Kathleen Behrens, Daniel M. Bradbury, Paulo F. Costa, Alexander J. Denner, Karin Eastham, James R. Gavin III, M.D., Ph.D., Jay S. Skyler, M.D., MACP and Joseph P. Sullivan to serve as a director of Amylin until the next annual meeting or until his/her successor is elected; (ii) approved an increase of 12,000,000 shares in the aggregate number of shares of Amylin common stock authorized for issuance under the 2009 EIP; (iii) approved an increase of 2,000,000 shares in the aggregate numbers of shares of Amylin common stock reserved for issuance under the 2001 ESPP; (iv) ratified the selection of Ernst & Young LLP as Amylins independent registered public accounting firm for the fiscal year ending December 31, 2012; and (v) approved on an advisory basis, the compensation of Amylins Named Executive Officers as disclosed in Amylins Proxy Statement for the 2012 Annual Meeting of Stockholders.
Amylin had 161,656,477 shares of common stock outstanding and entitled to vote as of March 27, 2012, the record date for the Annual Meeting. At the Annual Meeting, 126,934,085 shares of common stock were present in person or represented by proxy for the five proposals indicated above. The following sets forth detailed information regarding the results of the voting at the Annual Meeting:
Proposal 1: Election of Directors.
Director |
Votes in Favor | Votes Withheld | Broker Non-votes | |||||||||
Adrian Adams |
95,638,739 | 10,439,165 | 20,856,181 | |||||||||
Teresa Beck |
95,732,306 | 10,345,598 | 20,856,181 | |||||||||
M. Kathleen Behrens |
95,699,976 | 10,377,928 | 20,856,181 | |||||||||
Daniel M. Bradbury |
96,184,434 | 9,893,470 | 20,856,181 | |||||||||
Paulo F. Costa |
96,863,533 | 9,214,371 | 20,856,181 | |||||||||
Alexander J. Denner |
96,189,348 | 9,888,556 | 20,856,181 | |||||||||
Karin Eastham |
95,081,595 | 10,996,309 | 20,856,181 | |||||||||
James R. Gavin III, M.D., Ph.D. |
95,891,986 | 10,185,918 | 20,856,181 | |||||||||
Jay S. Skyler, M.D., MACP |
96,862,469 | 9,215,435 | 20,856,181 | |||||||||
Joseph P. Sullivan |
96,222,980 | 9,854,924 | 20,856,181 |
Proposal 2: Approval of an increase of 12,000,000 shares in the aggregate number of shares of Amylin common stock authorized for issuance under the 2009 EIP.
Votes in Favor: |
74,166,152 | |||
Votes Against: |
31,063,850 | |||
Abstentions: |
847,902 | |||
Broker Non-votes: |
20,856,181 |
Proposal 3: Approval of an increase of 2,000,000 shares in the aggregate number of shares of Amylin common stock authorized for issuance under the 2001 ESPP.
Votes in Favor: |
101,540,013 | |||
Votes Against: |
3,755,199 | |||
Abstentions: |
782,692 | |||
Broker Non-votes: |
20,856,181 |
Proposal 4: Ratification of selection of Ernst & Young LLP as Amylins independent registered public accounting firm.
Votes in Favor: |
124,477,514 | |||
Votes Against: |
1,425,420 | |||
Abstentions: |
1,031,151 | |||
Broker Non-votes: |
0 |
Proposal 5: Approval on an advisory basis, of the compensation of Amylins Named Executive Officers as disclosed in Amylins Proxy Statement for the 2012 Annual Meeting of Stockholders.
Votes in Favor: |
101,852,022 | |||
Votes Against: |
3,321,934 | |||
Abstentions: |
903,948 | |||
Broker Non-votes: |
20,856,181 |
Item 9.01. Financial Statements and Exhibits.
(d) | Exhibits. |
Number |
Description | |
99.1 | Amylin Pharmaceuticals, Inc. Amended and Restated 2009 Equity Incentive Plan. | |
99.2 | Amylin Pharmaceuticals, Inc. Amended and Restated 2001 Employee Stock Purchase Plan. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
AMYLIN PHARMACEUTICALS, INC. | ||||||
Dated: May 16, 2012 | By: | /s/ Harry J. Leonhardt | ||||
Harry J. Leonhardt | ||||||
Senior Vice President, Legal and Compliance, and Corporate Secretary |
EXHIBIT INDEX
Number |
Description | |
99.1 | Amylin Pharmaceuticals, Inc. Amended and Restated 2009 Equity Incentive Plan. | |
99.2 | Amylin Pharmaceuticals, Inc. Amended and Restated 2001 Employee Stock Purchase Plan. |