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EX-99.1 - EX-99.1 - CUBIST PHARMACEUTICALS INCa12-14426_1ex99d1.htm

 

 

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 5, 2012

 

CUBIST PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

0-21379

 

22-3192085

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

65 Hayden Avenue, Lexington, Massachusetts 02421

(Address of Principal Executive Offices)        (Zip Code)

 

Registrant’s telephone number, including area code: (781) 860-8660

 

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

Cubist Pharmaceuticals, Inc. (“Cubist”) held its Annual Meeting of Stockholders on June 7, 2012 (the “Annual Meeting”).  At the Annual Meeting, Cubist’s stockholders elected Kenneth Bate, Nancy Hutson, Leon Moulder, Jr. and Martin Soeters as Class I directors to hold office until Cubist’s 2015 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The results of the stockholders’ votes with respect to the election of such Class I directors were as follows:

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

Kenneth Bate

 

53,601,601

 

784,138

 

3,515,704

 

Nancy Hutson

 

54,044,349

 

341,390

 

3,515,704

 

Leon Moulder, Jr.

 

54,041,452

 

344,287

 

3,515,704

 

Martin Soeters

 

54,043,782

 

341,957

 

3,515,704

 

 

In addition, at the Annual Meeting, Cubist’s stockholders voted upon the following proposals: (1) a non-binding, advisory vote on the compensation paid to Cubist’s named executive officers in 2011, (2) the approval of Cubist’s 2012 Equity Incentive Plan, and (3) the ratification of the appointment of PricewaterhouseCoopers LLP as Cubist’s independent registered public accounting firm for the fiscal year ending December 31, 2012.  The results of the stockholders’ votes with respect to these three proposals were as follows:

 

 

 

 

 

 

 

 

 

Broker

 

 

 

For

 

Against

 

Abstain

 

Non-Votes

 

Advisory Vote on Executive Compensation

 

53,862,436

 

367,545

 

155,757

 

3,515,704

 

 

 

 

 

 

 

 

 

 

 

Approval of 2012 Equity Incentive Plan

 

41,885,072

 

11,950,136

 

550,531

 

3,515,704

 

 

 

 

 

 

 

 

 

 

 

Ratification of Independent Registered Public Accounting Firm

 

55,975,530

 

1,786,697

 

139,216

 

0

 

 

Item 7.01 Regulation FD Disclosure.

 

On June 5, 2012, Cubist issued a press release announcing it will host a live webcast in conjunction with its Investor Day on Monday, June 11, 2012 at 8:30 a.m. EDT at NASDAQ.  The press release has been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)           Exhibits.

 

99.1

Press Release dated June 5, 2012

 

The information in Item 7.01 of this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

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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.

 

 

 

CUBIST PHARMACEUTICALS, INC.

 

 

 

 

 

 

 

By:

 

/s/ Tamara L. Joseph

 

 

 

Tamara L. Joseph

 

 

Senior Vice President, General Counsel and Secretary

 

 

 

 

 

 

Dated:  June 11, 2012

 

 

 

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