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 6, 2013
SYNAGEVA BIOPHARMA CORP.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-23155 | 56-1808663 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
33 Hayden Ave., Lexington, Massachusetts 02421
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 357-9900
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 stockholders of Synageva BioPharma Corp. (the “Company”) was held on June 6, 2013. Only stockholders of record as of April 12, 2013 (the “Record Date”) were entitled to vote at the annual meeting. As of the Record Date, there were 27,264,039 shares outstanding and entitled to vote at the annual meeting, of which 26,651,449 shares were represented by proxy, constituting a quorum on all matters voted upon. The stockholders voted on the following matters:
Proposal 1: Stockholders elected each nominee for director, each to serve until the next annual meeting of stockholders or until his successor is duly elected and qualified:
| Name |
For | Withheld | Broker Non-Votes |
|||||||||
| Felix J. Baker |
25,893,311 | 426,026 | 332,112 | |||||||||
| Stephen R. Biggar |
25,988,469 | 330,868 | 332,112 | |||||||||
| Stephen R. Davis |
26,255,199 | 64,138 | 332,112 | |||||||||
| Thomas R. Malley |
26,286,012 | 33,325 | 332,112 | |||||||||
| Barry Quart |
26,261,814 | 57,523 | 332,112 | |||||||||
| Sanj K. Patel |
26,108,421 | 210,916 | 332,112 | |||||||||
| Thomas J. Tisch |
26,292,867 | 26,470 | 332,112 | |||||||||
| Peter Wirth |
26,260,799 | 58,538 | 332,112 | |||||||||
Proposal 2: Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers:
| For |
Against |
Abstaining |
Broker Non-Votes | |||
| 24,692,577 | 1,623,006 | 3,754 | 332,112 |
Proposal 3: Stockholders recommended, on a non-binding advisory basis, that future advisory votes to approve executive compensation be held once every year:
| One Year |
Two Years |
Three Years |
Abstaining |
Broker Non-Votes | ||||
| 25,507,371 | 2,710 | 806,759 | 2,497 | 332,112 |
Based on the results of this vote, the Company will implement an annual advisory vote on executive compensation until the next vote on frequency.
Proposal 4: Stockholders approved amendments to the Company’s 2005 Stock Plan to increase the number of shares of common stock available for issuance by 1,500,000 million shares (subject to adjustment in the event of stock splits and other similar events):
| For |
Against |
Abstaining |
Broker Non-Votes | |||
| 25,981,493 | 336,024 | 1,820 | 332,112 |
Proposal 5: Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:
| For |
Against |
Abstaining | ||
| 26,648,040 | 2,920 | 489 |
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.
| SYNAGEVA BIOPHARMA CORP. | ||
| By: | /s/ Sanj K. Patel | |
| Sanj K. Patel | ||
| President and Chief Executive Officer | ||
Date: June 10, 2013