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EX-10.1 - EX-10.1 - EMISPHERE TECHNOLOGIES INCd547446dex101.htm

 

 

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

Date of Report (Date of earliest event reported): May 30, 2013

 

 

EMISPHERE TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   000-17758   13-3306985

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

4 Becker Farm Road

Suite 103, Roseland, New Jersey

  07068
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: 973-532-8000

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 (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 1.01 Entry into a Material Definitive Agreement.

On May 30, 2013, at the annual meeting of stockholders (the “Annual Meeting”) of Emisphere Technologies, Inc. (the “Company”), the stockholders approved an amendment (the “First Amendment”) to the Company’s 2007 Stock Award and Incentive Plan (the “2007 Stock Plan”), to increase by 5,000,000 the number of shares of the Company’s common stock available for issuance under the 2007 Stock Plan. A description of the 2007 Stock Plan was included in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 19, 2013 (the “Proxy Statement”). The First Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

As noted in Item 1.01 of this Current Report, the Company held its Annual Meeting on May 30, 2013. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below. A more detailed description of each proposal is set forth in the Proxy Statement.

Proposal No. 1 – Election of Directors. The stockholders elected all three of the Board’s nominees for director, to serve a term expiring at the third succeeding annual meeting after their election or until their respective successors are duly elected and qualified, by the votes set forth in the table below:

 

Name

   For      Withheld  

Timothy McInerney

     32,621,704         231,325   

Jacob M. Plotsker

     32,630,040         222,989   

Alan L. Rubino

     32,630,255         222,774   

Proposal No. 2 – Advisory Approval of Executive Compensation. The stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in accordance with the rules of the Securities and Exchange Commission, by the votes set forth in the table below:

 

For

 

Against/Withheld

 

Abstained

32,362,130

  362,669   128,230

Proposal No. 3 – Amendment to Company’s Amended and Restated Certificate of Incorporation. As noted above in Item 1.01 of this Current Report, the stockholders approved an amendment to the 2007 Stock Plan to increase the number of new shares available for issuance under the 2007 Stock Plan from 2,500,000 to 7,500,000 shares, by the votes set forth in the table below:

 

For

 

Against/Withheld

 

Abstained

30,164,268

  2,567,379   121,382

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are filed herewith:

 

Exhibit
No.

  

Description

10.1    First Amendment to Emisphere Technologies, Inc. 2007 Stock Award and Incentive Plan

 

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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.

 

    Emisphere Technologies, Inc.

May 31, 2013

    By:  

/s/ Michael R. Garone

    Name:   Michael R. Garone
    Title:   Chief Financial Officer

 

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Exhibit Index

 

Exhibit
No.

  

Description

10.1    First Amendment to Emisphere Technologies, Inc. 2007 Stock Award and Incentive Plan

 

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