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): June 5, 2013
OREXIGEN THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 001-33415 | 65-1178822 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
3344 N. Torrey Pines Ct., Suite 200, La Jolla, CA |
92037 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants telephone number, including area code: (858) 875-8600
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
On June 5, 2013, at the 2013 annual meeting of stockholders of Orexigen Therapeutics, Inc. (the Company or Orexigen), the Companys stockholders approved the Companys 2013 Employee Stock Purchase Plan (the ESPP), the purpose of which plan is (i) to provide a means by which Company employees (and employees of any parent or subsidiary of the Company designated by the Companys board of directors to participate in the ESPP) be given an opportunity to use payroll deductions for the purchase of our common stock at a discount from fair market value (the lower of (a) 85% of the fair market value of a share of common stock on the first day of the applicable offering period or (b) 85% of the fair market value of a share of common stock on the purchase date (i.e., the last day of the applicable six-month purchase period)), (ii) to assist the Company in retaining the services of its employees, (iii) to secure and retain the services of new employees, and (iv) to provide incentives for such persons to exert maximum efforts for the success of the Company and its affiliates. An aggregate of 6,000,000 shares of common stock is reserved for issuance under the ESPP.
A description of the material terms of the Companys ESPP is set forth on pages 18-22 of the Companys Definitive Proxy Statement on Schedule 14A for the 2013 annual meeting, which was filed with the Securities and Exchange Commission (SEC) on April 23, 2013 and is incorporated herein by reference. That summary and the foregoing description of the ESPP are qualified in their entirety by reference to the text of the ESPP, which was filed as Exhibit 10.1 to the Companys Form S-8 filed with the SEC on June 6, 2013 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on June 5, 2013. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the numbers of broker non-votes with respect to each matter, as applicable.
1. | To elect the following three directors for a three-year term to expire at the 2016 annual meeting of stockholders: |
Nominee |
Shares Voted For |
Voting Authority Withheld |
Broker Non- Votes |
|||||||||
Brian H. Dovey |
41,014,269 | 22,690,104 | 18,479,295 | |||||||||
David J. Endicott |
63,516,917 | 187,456 | 18,479,295 | |||||||||
Lota S. Zoth |
63,448,768 | 255,605 | 18,479,295 |
In accordance with the above results, each nominee was elected to serve as a director.
2. | To approve the Orexigen Therapeutics, Inc. 2013 Employee Stock Purchase Plan: |
For |
Against |
Abstain |
Broker Non- Votes | |||
59,299,428 |
4,366,979 | 37,966 | 18,479,295 | |||
In accordance with the above results, the Orexigen Therapeutics, Inc. 2013 Employee Stock Purchase Plan was approved.
3. | To ratify the appointment of Ernst & Young LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2013: |
For |
Against |
Abstain |
Broker Non- Votes | |||
81,832,245 |
240,376 | 111,047 | 0 | |||
In accordance with the above results, the appointment of Ernst & Young LLP was approved.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
10.1(1) | Orexigen Therapeutics, Inc. 2013 Employee Stock Purchase Plan. |
(1) | Incorporated by reference to the Registrants Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 6, 2013 (File No. 333-189120). |
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.
Date: June 7, 2013 | ||||||
By: | /s/ Joseph P. Hagan | |||||
Joseph P. Hagan | ||||||
Chief Business Officer and Acting-Chief Financial Officer and Treasurer |
EXHIBIT INDEX
Exhibit |
Description | |
10.1(1) | Orexigen Therapeutics, Inc. 2013 Employee Stock Purchase Plan. |
(1) | Incorporated by reference to the Registrants Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 6, 2013 (File No. 333-189120). |