Prepared by R.R. Donnelley Financial -- 8-K

0001193125-14-205866.txt : 20140520 0001193125-14-205866.hdr.sgml : 20140520 20140520093034 ACCESSION NUMBER: 0001193125-14-205866 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140516 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140520 DATE AS OF CHANGE: 20140520 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIVE PRIME THERAPEUTICS INC CENTRAL INDEX KEY: 0001175505 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 260038620 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36070 FILM NUMBER: 14856536 BUSINESS ADDRESS: STREET 1: TWO CORPORATE DRIVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 415-365-5600 MAIL ADDRESS: STREET 1: TWO CORPORATE DRIVE CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 8-K 1 d730039d8k.htm 8-K Prepared by R.R. Donnelley Financial -- 8-K

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): May 16, 2014

Five Prime Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36070

26-0038620

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Two Corporate Drive

South San Francisco, California

94080

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (415) 365-5600

(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.

Five Prime Therapeutics, Inc. (“FivePrime”) held its annual meeting of stockholders (the “Annual Meeting”) on May 16, 2014. The final results for each of the proposals submitted to a vote of FivePrime’s stockholders at the Annual Meeting are set forth below. The proposals set forth below are described in detail in FivePrime’s definitive proxy statement filed with the Securities and Exchange Commission on April 4, 2014.

Proposal 1: FivePrime’s stockholders elected all of the nominees for Class I directors to serve a three-year term until the 2017 Annual Meeting, or until their respective successors are duly elected and qualified, by the votes set forth in the table below:


Nominee	For		Withheld		Broker Non-Votes
Brian G. Atwood		16,350,721		5,513		651,258
R. Lee Douglas		16,350,721		5,513		651,258
Mark D. McDade		16,316,386		39,848		651,258

Proposal 2: FivePrime’s stockholders ratified the appointment of Ernst & Young LLP as FivePrime’s independent registered public accounting firm for the fiscal year ending December 31, 2014 by the votes set forth in the table below:


For	Against	Abstain
16,814,326	193,116	50

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.


Five Prime Therapeutics, Inc.

By:		/s/ Francis Sarena
		Francis Sarena
		Senior Vice President, General Counsel & Secretary

Dated: May 20, 2014