8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 13, 2016

 

 

PUMA BIOTECHNOLOGY, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware    001-35703    77-0683487

(State or other

jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

10880 Wilshire Boulevard, Suite 2150

Los Angeles, California 90024

(Address of principal executive offices) (Zip Code)

(424) 248-6500

(Registrant’s telephone number, including area code)

N/A

(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:

 

¨ 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As disclosed in Item 5.07 below, on June 13, 2016, at the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) of Puma Biotechnology, Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), deleting Article 8 of the Certificate of Incorporation, which eliminates the mandatory indemnification of all persons covered by Section 145 of the General Corporation Law of the State of Delaware. The Second Amended and Restated Certificate of Incorporation of the Company, which integrates the approved amendment to the Certificate of Incorporation, became effective upon its filing with the Secretary of State of the State of Delaware on June 14, 2016. The foregoing description is qualified in its entirety by the full text of the Second Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.

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

(a) The 2016 Annual Meeting was held at 1:00 p.m. Pacific Daylight Time on June 13, 2016 at the Luxe Sunset Boulevard Hotel in Los Angeles, California.

(b) The following proposals were voted upon at the 2016 Annual Meeting and the final voting results with respect to each such proposal are set forth below:

 

Proposal 1: The stockholders elected the five nominated directors identified below, each to serve and to hold office for a one-year term until the close of the Company’s next annual meeting of stockholders in 2017, or until a successor has been duly elected and qualified or until their earlier resignation or removal.

 

Nominee   For   Withheld   

 Broker

 Non-Votes

Alan H. Auerbach

  27,604,476   260,673     1,437,300

Jay M. Moyes

  27,229,332   635,817     1,437,300

Adrian M. Senderowicz

  27,483,717   381,432     1,437,300

Troy E. Wilson

  27,435,231   429,918     1,437,300

Frank E. Zavrl

  27,608,138   257,011     1,437,300

 

Proposal 2: The stockholders ratified the selection of PKF Certified Public Accountants, a Professional Corporation, as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2016.

 

For        Against           Abstain      

  Broker

  Non-Votes

28,964,928 

  28,535   308,986     0

 

Proposal 3: The stockholders did not approve an amendment to the Company’s Certificate of Incorporation to eliminate the ability of stockholders to act by written consent.

 

For          Against             Abstain      

  Broker

  Non-Votes

12,368,720 

  15,478,899   17,530     1,437,300

 

Proposal 4: The stockholders approved an amendment to the Company’s Certificate of Incorporation to eliminate the mandatory indemnification of all persons covered by Section 145 of the General Corporation Law of the State of Delaware.

 

For        Against           Abstain      

  Broker

  Non-Votes

28,789,555 

  197,024   315,870     0


Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

3.1    Second Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on June 14, 2016


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.

 

     PUMA BIOTECHNOLOGY, INC.
Date: June 15, 2016    By:    /s/ Alan H. Auerbach                                        
      Alan H. Auerbach
      Chief Executive Officer and President


EXHIBIT INDEX

 

Exhibit No.

  

Description

3.1    Second Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on June 14, 2016