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): August 2, 2016

 

Titan Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction of incorporation)

 

001-13341 94-3171940
(Commission File Number) (IRS Employer Identification No.)

  

400 Oyster Point Blvd., Suite 505, South San Francisco, CA 94080 

(Address of principal executive offices and zip code)


650-244-4990

(Registrant's telephone number including area code)

 

 

(Registrant's 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 registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

¨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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Titan Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on August 2, 2016. Prior to the Annual Meeting, the Board of Directors of the Company consisted of eight directors. As disclosed in the Definitive Proxy Statement on Schedule 14A of the Company filed with the Securities and Exchange Commission on June 29, 2016, Victor Bauer and Ley Smith retired from the Board of Directors of the Company effective as of August 2, 2016. The Company is looking to fill the vacancies created by these retirements.

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

 

Summarized below are the results of the matters voted on at the Annual Meeting:

 

1. Election of directors to serve on the Board of Directors of the Company for a one-year term until the next annual meeting of the Company’s stockholders or until their successors are elected and shall qualify.

  

    For     Against     Broker Non-Vote  
Marc Rubin     3,764,541       513,064       11,096,906  
Sunil Bhonsle     3,613,729       663,876       11,096,906  
Joseph A. Akers     3,878,164       399,441       11,096,906  
Eurelio M. Cavalier     3,823,188       454,417       11,096,906  
M. David MacFarlane     3,948,076       329,529       11,096,906  
James R. McNab, Jr.     3,929,654       347,951       11,096,906  

 

2. Approval of amendments to the Company’s 2015 Omnibus Equity Incentive Plan to (i) increase the number of shares of common stock reserved for awards from 1,363,637 to 2,500,000 and (ii) increase the maximum number of shares that may be granted to any one person in a calendar year from 90,909 to 500,000.

  

For     Against     Abstain     Broker Non-Vote  
  2,688,335       1,525,331       63,939       11,096,906  

 

3. Ratification of the appointment of OUM & Co. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.

  

For     Against     Abstain  
  13,782,518       1,227,849       364,144  

 

As a result of the voting at the Annual Meeting, each of the nominees for director named above was elected and each of the proposals described above was approved by the Company’s stockholders.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is filed herewith:

 

Exhibit Number Description
   
10.32 Titan Pharmaceuticals, Inc. Amended and Restated 2015 Omnibus Equity Incentive Plan

 

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SIGNATURE

 

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.

 

Dated:  August 3, 2016 TITAN PHARMACEUTICALS, INC.
   
  By: /s/ Sunil Bhonsle
  Name: Sunil Bhonsle
  Title: President and Chief Executive Officer

 

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