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 | — |
2
| 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 | |
3
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 |
||||||
4
Exhibit List
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of ARIAD Pharmaceuticals, Inc., dated July 21, 2016 | |
5
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ARIAD PHARMACEUTICALS, INC.
(Pursuant to Sections 141 and 242 of the
General Corporation Law of the State of Delaware)
ARIAD Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “Delaware General Corporation Law”),
DOES HEREBY CERTIFY:
1. The name of the corporation is ARIAD Pharmaceuticals, Inc. (the “Corporation”). The Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on April 12, 1991 under the name ARIAD Corporation. Thereafter a Certificate of Amendment was filed on May 3, 1991 that changed its name to ARIAD Pharmaceuticals, Inc.
2. The Certificate of Incorporation filed on April 12, 1991, as amended, was restated on January 11, 2016 (as so restated, the “Restated Certificate of Incorporation”).
3. Section 6 of the Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
6. Election and Removal of Directors. Members of the Board of Directors may be elected either by written ballot or by voice vote. The Board shall consist of one or more members. The number of Directors may be changed from time to time by action of the Board of Directors. Each director elected at and after the annual meeting of stockholders held in 2016 shall be elected for a term expiring at the next succeeding annual meeting of stockholders and until such director’s successor shall have been elected and qualified, or until such director’s earlier death, resignation or removal. Newly created Directorships resulting from an increase in the number of Directors and vacancies occurring in the Board of Directors may be filled by the affirmative vote of a majority of the entire Board of Directors, although less than a quorum, or by a sole remaining Director; any such vacancy may not be filled by the stockholders of the Corporation. A Director elected to fill a vacancy shall hold office until the next annual meeting of stockholders and until his successor shall have been elected and qualified, or until his earlier death, resignation or removal. Any Director or the entire Board of Directors may be removed, with or without cause, by the holders of a majority of the shares then entitled to vote at an election of directors.
4. This Certificate of Amendment has been duly adopted in accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law.
5. All other provisions of the Restated Certificate of Incorporation shall remain in full force and effect.
* * * * *
IN WITNESS WHEREOF, this Certificate of Amendment, having been duly adopted by the Corporation’s Board of Directors and the Corporation’s stockholders in accordance with Section 242 of the Delaware General Corporation Law, has been executed by its duly authorized officer this 21st day of July, 2016.
| ARIAD PHARMACEUTICALS, INC. | ||
| By: | /s/ Paris Panayiotopoulos | |
| Paris Panayiotopoulos | ||
| President and Chief Executive Officer | ||