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 10, 2014

 

 

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

On June 10, 2014, at the 2014 Annual Meeting of Stockholders (the “2014 Annual Meeting”) of Puma Biotechnology, Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2011 Incentive Award Plan (the “Plan”), (i) increasing the number of shares of common stock the Company is authorized to issue under the Plan by 3,000,000 shares, from 3,529,412 shares to 6,529,412 shares, and (ii) requiring stockholder approval to reprice certain equity awards granted under the Plan. A copy of the Amendment was attached as Appendix A to the amendment to the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on June 4, 2014, the terms and conditions of which are incorporated herein by reference.

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

(a) The 2014 Annual Meeting was held at 1:00 p.m. Pacific Daylight Time on June 10, 2014 at the Luxe Sunset Boulevard Hotel in Los Angeles, California.

(b) At the 2014 Annual Meeting, the stockholders of the Company:

 

Proposal 1: Elected the four 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 2015, or until a successor has been duly elected and qualified or until their earlier resignation or removal.

 

Nominee

  

For

    

Against

    

Abstain

    

Broker
Non-Votes

 

Alan H. Auerbach

     26,377,922         495,086         0         796,299   

Thomas R. Malley

     25,202,249         1,670,759         0         796,299   

Jay M. Moyes

     24,578,207         2,294,801         0         796,299   

Troy E. Wilson

     26,786,933         86,075         0         796,299   

 

Proposal 2: 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, 2014.

 

For

  

Against

  

Abstain

  

Broker

Non-Votes

27,662,261    6,154    892    0

 

Proposal 3: Approved the Amendment to the Plan referred to in Item 5.02 above.

 

For

  

Against

  

Abstain

  

Broker

Non-Votes

19,360,953    7,510,819    1,236    796,299


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 11, 2014     By:  

/s/ Alan H. Auerbach

      Alan H. Auerbach
      President and Chief Executive Officer