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 11, 2016
TESARO, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-35587 |
|
27-2249687 |
1000 Winter Street |
|
02451 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrants telephone number, including area code: (339) 970-0900
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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.
The 2016 Annual Meeting of Stockholders (the Annual Meeting) of TESARO, Inc. (the Company) was held on May 11, 2016. As of March 14, 2016, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 40,306,327 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 36,390,584 shares of the Companys issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals are described in detail in the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 8, 2016 (the Proxy Statement). The vote results detailed below represent final results as certified by the Annual Meetings inspector of elections.
Proposal 1
The Companys stockholders elected the following persons, who were listed in the Companys proxy statement for the Annual Meeting, to the Companys Board of Directors to hold office until the next annual meeting of stockholders or until their successors are elected and qualified or until his or her earlier death, resignation or removal:
|
|
Votes For |
|
Votes Withheld |
|
Broker Non-Votes |
Leon O. Moulder, Jr. |
|
35,143,801 |
|
182,717 |
|
1,064,066 |
Mary Lynne Hedley, Ph.D. |
|
35,123,010 |
|
203,508 |
|
1,064,066 |
David M. Mott |
|
34,964,811 |
|
361,707 |
|
1,064,066 |
Lawrence M. Alleva |
|
35,102,849 |
|
223,669 |
|
1,064,066 |
James O. Armitage, M.D. |
|
35,087,465 |
|
239,053 |
|
1,064,066 |
Earl M. (Duke) Collier, Jr. |
|
34,783,871 |
|
542,647 |
|
1,064,066 |
Garry A. Nicholson |
|
35,131,890 |
|
194,628 |
|
1,064,066 |
Arnold L. Oronsky, Ph.D. |
|
35,120,677 |
|
205,841 |
|
1,064,066 |
Kavita Patel, M.D. |
|
35,144,056 |
|
182,462 |
|
1,064,066 |
Beth Seidenberg, M.D. |
|
35,144,006 |
|
182,512 |
|
1,064,066 |
Proposal 2
The Companys stockholders approved, by non-binding vote, the Companys executive compensation. The votes regarding this proposal were as follows:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
34,222,265 |
|
929,039 |
|
175,214 |
|
1,064,066 |
Proposal 3
The Companys stockholders recommended, by non-binding vote, that the frequency of future non-binding votes on executive compensation shall be every one year. The votes regarding this proposal were as follows:
Every one year |
|
Every two years |
|
Every three years |
|
Abstentions |
33,775,293 |
|
510,784 |
|
872,482 |
|
167,959 |
In light of the foregoing vote and consistent with the recommendation of the Board of Directors of the Company included in the Proxy Statement, the Board of Directors has determined that the Company will hold future advisory votes on executive compensation on an annual basis.
Proposal 4
The Companys stockholders ratified the appointment of Ernst & Young, LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2016. The votes regarding this proposal were as follows:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
36,199,899 |
|
5,759 |
|
184,926 |
|
0 |
Proposal 5
The Companys stockholders approved an amendment to the TESARO, Inc. 2015 Non-Employee Director Stock Incentive Plan (i) to limit the number of shares of the Companys common stock subject to awards granted in a calendar year to any non-employee director to 50,000 shares, and (ii) to affirm the 500,000 shares reserved for issuance under the plan. The votes regarding this proposal were as follows:
Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
33,176,965 |
|
2,147,575 |
|
1,978 |
|
1,064,066 |
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.
|
TESARO, Inc. | |
|
|
|
|
|
|
|
By: |
/s/ Joseph L. Farmer |
|
|
Joseph L. Farmer |
|
|
Senior Vice President, General Counsel and Secretary |
|
|
|
Dated: May 12, 2016 |
|
|