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 29, 2012

 

 

A.P. PHARMA, INC.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-33221   94-2875566

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

123 Saginaw Drive

Redwood City, CA

  94063
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 366-2626

 

 

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.

The 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of A.P. Pharma, Inc. (the “Company”) was held on Tuesday, May 29, 2012 at 8:30 a.m. local time at the Company’s headquarters pursuant to notice duly given, at which all of the following two proposals were presented and voted upon. Based on the votes cast in person and by proxy at the Annual Meeting, all of the following proposals were approved.

Proposal I: Election of directors. The following individuals were elected to the Company’s Board of Directors:

 

     Votes For    Votes Withheld    Broker Non-Votes

Paul Goddard, Ph.D.

   114,134,193    262,687    16,616,139

John B. Whelan

   114,118,062    278,818    16,616,139

Kevin C. Tang

   114,097,135    299,745    16,616,139

Gregory Turnbull

   114,104,337    292,543    16,616,139

Proposal II: To ratify the appointment of OUM & Co. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

 

Votes For

   Votes Against    Abstain    Broker Non-Votes    Uncast

130,617,950

   30,097    364,722    0    250


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.

 

  A.P. PHARMA, INC.
Date: May 30, 2012   By:  

/s/ John B. Whelan

    John B. Whelan
    President and Chief Executive Officer