UNITED STATES

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

June 11, 2012 (June 7, 2012)

Date of Report (date of earliest event reported)

 

 

NEUROGESX, INC.

(Exact name of Registrant as specified in its charter)

 

 

 

Delaware   001-33438   94-3307935

(State or other jurisdiction

of incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

2215 Bridgepointe Parkway, Suite 200, San Mateo, California 94404

(Address of principal executive offices)

(650) 358-3300

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

 

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.

On June 7, 2012, NeurogesX, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.

The two directors nominated by the Company for re-election and listed below were elected to serve until the Company’s 2015 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. The votes on this matter were as follows:

 

Director Name

   Votes for    Withheld    Broker non-vote

Gary A. Lyons

   15,085,528    3,752,108    4,345,398

Robert T. Nelsen

   15,003,116    3,834,520    4,345,398

The proposal to ratify the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2012 was approved by the Company’s stockholders. The votes on this matter were as follows:

 

Votes for

   Against    Withheld    Broker non-vote

22,990,467

   157,587    34,980    0


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.

 

  NEUROGESX, INC.
Date: June 11, 2012   By:  

/s/ Stephen F. Ghiglieri

    Stephen F. Ghiglieri
    Executive Vice President, Chief Operating Officer
    Chief Financial Officer