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): June 14, 2012
Clovis Oncology, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35347 | 90-0475355 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) | ||
| 2525 28th Street, Suite 100 Boulder, Colorado |
80301 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (303) 625-5000
Not Applicable
(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:
| ¨ | 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 Annual Meeting of Shareholders (the “Annual Meeting”) of Clovis Oncology Inc. (the “Company”) was held on June 14, 2012. At the Annual Meeting, the shareholders of the Company voted on the following four proposals and cast their votes as described below.
Proposal One
The individuals listed below were elected at the Annual Meeting to serve a three-year term on the Company’s Board of Directors (the “Board”).
| For | Withheld | Broker Non-Votes | ||||||||
| Patrick J. Mahaffy |
14,858,617 | 3,184,580 | 1,648,531 | |||||||
| M. James Barrett |
14,821,250 | 3,221,947 | 1,648,531 | |||||||
| Thorlef Spickschen |
14,822,996 | 3,220,201 | 1,648,531 | |||||||
Proposal Two
Proposal two was a management proposal to hold an advisory vote on the compensation of the Company’s named executive officers, as described in the proxy materials. This proposal was approved.
| For |
Against |
Abstained |
Broker Non-Votes | |||
| 13,637,114 |
4,388,603 | 17,480 | 1,648,531 |
Proposal Three
Proposal three was a management proposal to hold an advisory vote on the frequency of the stockholder advisory vote on the compensation of the Company’s named executive officers, as described in the proxy materials. “Three Years” was approved.
| One Year |
Two Years |
Three Years |
Abstained |
Broker Non-Votes | ||||
| 5,105,626 |
702,740 | 12,234,631 | 200 | 1,648,531 |
Based on these results, and consistent with the Company’s recommendation, the Board has determined that the Company will hold an advisory vote on executive compensation every three years.
Proposal Four
Proposal four was a management proposal to ratify the appointment of Ernst & Young LLP as auditors of the Company for fiscal year 2012, as described in the proxy materials. This proposal was approved.
| For |
Against |
Abstained | ||
| 19,687,910 |
2,200 | 1,618 |
- 2 -
SIGNATURE
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.
| CLOVIS ONCOLOGY, INC. | ||||
| June 18, 2012 | By: | /s/ Erle T. Mast | ||
| Name: | Erle T. Mast | |||
| Title: | Executive Vice President and Chief Financial Officer | |||
- 3 -