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
DARA BioSciences, Inc.
(Exact name of registrant as specified in charter)
|
Delaware
|
0-19410
|
04-3216862
|
||
|
(State or other jurisdiction
of incorporation)
|
(Commission
file number)
|
(IRS Employer
Identification Number)
|
8601 Six Forks Road, Suite 160, Raleigh, North Carolina 27615
ddress of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 919-872-5578
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.
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(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 DARA BioSciences, Inc. (the “Company”) approved an amendment to the DARA BioSciences, Inc. 2008 Employee, Director and Consultant Stock Plan increasing the aggregate number of shares of common stock available for issuance thereunder by 586,879 shares (the “Stock Plan Amendment”). A description of the Stock Plan Amendment is set forth in the Company’s Proxy Statement for the 2012 Annual Meeting of Stockholders of the Company as filed with the Securities and Exchange Commission on April 5, 2012 (the “2012 Proxy Statement”), which such description is incorporated herein by reference.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
On May 15, 2012, the Company held its 2012 Annual Meeting of Stockholders. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s proxy statement for the annual meeting are as follows:
The Company’s stockholders elected the six nominees for election to the Company’s Board of Directors, with the votes cast as follows:
|
Director Name
|
For
|
Withheld
|
|
David J. Drutz, M.D.
|
1,800,125
|
164,054
|
|
Christopher G. Clement
|
1,737,559
|
226,620
|
|
Haywood D. Cochrane, Jr.
|
1,913,402
|
50,777
|
|
Steve Gorlin
|
1,873,547
|
90,632
|
|
Gail F. Lieberman
|
1,847,569
|
116,610
|
|
John C. Thomas, Jr.
|
1,875,938
|
88,241
|
The Company’s stockholders approved the issuance of up to 1,114,560 shares of DARA BioSciences, Inc. common stock to the former stockholders of Oncogenerix, Inc. pursuant to the Merger Agreement between DARA BioSciences, Inc. and Oncogenerix, Inc. dated January 17, 2012, with votes cast as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
1,732,307
|
231,727
|
145
|
3,035,199
|
The Company’s stockholders approved the Stock Plan Amendment, with votes cast as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
1,833,844
|
130,057
|
278
|
3,035,199
|
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012, with votes cast as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|
4,985,560
|
13,327
|
491
|
3,035,199
|
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.
| DARA BioSciences, Inc. | |||
|
Date May 17, 2012
|
By:
|
/s/ David J. Drutz | |
| Name David J. Drutz | |||
| Title Chief Executive Officer | |||