Form 8-K/A

OREXIGEN THERAPEUTICS, INC.

Date: October 13, 2011

/s/ Joseph P. Hagan

Name: Joseph P. Hagan

Title: Chief Business Officer

0001193125-11-270527.txt : 20111013 0001193125-11-270527.hdr.sgml : 20111013 20111013160533 ACCESSION NUMBER: 0001193125-11-270527 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110602 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20111013 DATE AS OF CHANGE: 20111013 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Orexigen Therapeutics, Inc. CENTRAL INDEX KEY: 0001382911 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 651178822 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-33415 FILM NUMBER: 111139789 BUSINESS ADDRESS: STREET 1: 3344 N. TORREY PINES CT. STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 BUSINESS PHONE: (858) 875-8600 MAIL ADDRESS: STREET 1: 3344 N. TORREY PINES CT. STREET 2: SUITE 200 CITY: LA JOLLA STATE: CA ZIP: 92037 8-K/A 1 d242966d8ka.htm FORM 8-K/A Form 8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

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 2, 2011

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)

Registrant’s 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 5.07 Submission of Matters to a Vote of Security Holders.

This Current Report on Form 8-K/A is being filed as an amendment to the Current Report on Form 8-K filed on June 3, 2011 by Orexigen Therapeutics, Inc. (the “Company”) in order to update information disclosed under “Item 5.07 Submission of Matters to a Vote of Security Holders” regarding the results of voting at the Company’s annual meeting of stockholders held on June 2, 2011 (the “2011 Annual Meeting”).

At the 2011 Annual Meeting, the Company’s stockholders voted on, among other matters, a proposal regarding the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers—or future “say-on-pay” votes. As previously reported by the Company, a majority of the votes cast on the frequency proposal were cast in favor of holding the “say-on-pay” vote on a triennial basis.

In consideration of the stockholder vote at the 2011 Annual Meeting on the frequency proposal, the Company’s Board of Directors decided that the Company will hold an advisory “say-on-pay” vote on a triennial basis until the next stockholder vote on the frequency of “say-on-pay” votes, which will be no later than the Company’s annual meeting of stockholders in 2017.

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.