Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - ARIAD PHARMACEUTICALS INC | d231110dex31.htm |
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): July 21, 2016
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 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On July 21, 2016, ARIAD Pharmaceuticals, Inc. (the “Company”) held its 2016 annual meeting of stockholders. Of the 191,469,133 shares of common stock issued and outstanding and eligible to vote as of the record date of May 25, 2016, a quorum of 163,704,293 shares, or approximately 85% of the eligible shares, was present in person or represented by proxy.
(b) The following actions were taken at such meeting, all of which were described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 8, 2016 (the “Proxy Statement”):
Proposal 1. An amendment to the Company’s Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors was approved, based on the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 107,862,520 |
249,287 | 104,988 | 55,487,498 |
A Certificate of Amendment to the Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 21, 2016, and is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K.
Proposal 2. The following nominee was reelected to serve on the Company’s Board of Directors until the Company’s next annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, retirement or removal, based on the following votes:
| Nominee |
For |
Against |
Abstentions |
Broker Non-Votes |
||||||||||||
| Alexander J. Denner, Ph.D. |
107,319,038 | 716,707 | 181,050 | 55,487,498 | ||||||||||||
Proposal 3. The compensation of the Company’s named executive officers as disclosed in the Proxy Statement was approved, on an advisory basis, based on the following votes:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 102,731,954 |
4,618,506 | 866,335 | 55,487,498 |
Proposal 4. The selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016 was ratified, based on the following results:
| For |
Against |
Abstentions |
Broker Non-Votes | |||
| 160,368,535 |
2,223,690 | 1,112,068 | — |
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| ITEM 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of ARIAD Pharmaceuticals, Inc., dated July 21, 2016 | |
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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.
| ARIAD Pharmaceuticals, Inc. | ||||||
| By: | /s/ Manmeet S. Soni | |||||
| Manmeet S. Soni | ||||||
| Executive Vice President, Chief Financial Officer | ||||||
| Date: July 22, 2016 |
||||||
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Exhibit List
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of ARIAD Pharmaceuticals, Inc., dated July 21, 2016 | |
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