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 25, 2014

 

 

ARIAD Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36172   22-3106987

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

26 Landsdowne Street, Cambridge, Massachusetts   02139
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 494-0400

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(e) On June 25, 2014, the stockholders of ARIAD Pharmaceuticals, Inc. (the “Company”) approved, at the Company’s 2014 Annual Meeting of Stockholders, the adoption of the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (“LTIP”). A brief description of the LTIP is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on May 9, 2014, under the heading “Proposal 3: Approval of the Adoption of the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan,” and in definitive additional soliciting materials on Schedule 14A filed with the SEC on June 19, 2014, all of which are incorporated herein by reference. Such descriptions are qualified in their entirety by reference to the actual terms of the LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

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

(a) On June 25, 2014, the Company held its 2014 Annual Meeting of Stockholders. Of the 186,798,293 shares of common stock issued and outstanding and eligible to vote as of the record date of April 28, 2014, a quorum of 151,528,166 shares, or approximately 81% of the eligible shares, was present in person or represented by proxy.

(b) The following actions were taken at such meeting:

Proposal 1. The following nominees were reelected to serve on the Company’s Board of Directors as Class 2 Directors until the Company’s 2017 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:

 

Nominee

   Votes For      Votes Against      Abstentions      Broker
Non-Votes
 

Jay R. LaMarche

     74,544,544         9,343,310         929,302         66,711,010   

Norbert G. Riedel, Ph.D.

     75,925,983         7,981,986         909,187         66,711,010   

Robert M. Whelan, Jr.

     75,700,581         8,148,044         968,531         66,711,010   

Proposal 2. The Section 382 Rights Agreement designed to preserve the substantial amount of the Company’s net operating loss carry forwards and other tax benefits was approved, based on the following votes:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

46,766,358

  37,681,728   369,070   66,711,010

Proposal 3. The Company’s LTIP was approved, based on the following votes:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

43,211,116

  40,295,141   1,310,899   66,711,010

Proposal 4. The amendments to the Company’s Amended and Restated 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares available for issuance thereunder and extend the term was approved, based on the following votes:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

77,042,374

  6,907,346   867,436   66,711,010

Proposal 5. The compensation of the Company’s named executive officers was approved, on an advisory basis, based on the following votes:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

45,898,189

  37,501,017   1,417,950   66,711,010


Proposal 6. The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2014 was ratified, based on the following results:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

146,539,075

  3,635,979   1,353,112   —  

 

ITEM 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit
No.

  

Description

10.1+    ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan (incorporated by reference to Appendix B of the Definitive Proxy Statement of ARIAD Pharmaceuticals, Inc. filed on May 9, 2014)

 

(+) Management contract or compensatory plan arrangement


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.

 

ARIAD Pharmaceuticals, Inc.
By:  

/s/ Edward M. Fitzgerald

  Edward M. Fitzgerald
  Executive Vice President and Chief Financial Officer

Date: June 25, 2014