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 2, 2010

 

 

SANGAMO BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-30171		68-0359556
(Commission File Number)		(IRS Employer Identification No.)
501 Canal Blvd, Suite A100		Richmond, California 94804
(Address of Principal Executive Offices)		(Zip Code)

(510) 970-6000

(Registrant’s Telephone Number, Including Area Code)

 

(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))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

The annual meeting of stockholders (the “Annual Meeting”) of Sangamo BioSciences, Inc. (the “Company”) was held on Wednesday, June 2, 2010 for the purposes of (i) electing eight directors to serve on the board of directors of the Company for a one-year term; (ii) ratifying the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010; and (iii) approving the 2010 Employee Stock Purchase Plan (the “ESPP”) pursuant to which 2,100,000 shares of common stock of the Company will be available for issuance. There were present at the meeting, in person or represented by proxy, the holders of 38,823,564 shares of common stock, constituting a quorum. Stockholders passed all three proposals. The final vote on the proposals was recorded as follows:

Proposal No. 1: Election of Directors

Each of the nominees for directors listed in the proxy statement for the Annual Meeting was elected by the votes set forth in the table below:

 

Director Nominees		Votes For		Votes Withheld		Broker Non-Votes
Edward O. Lanphier		18,173,029		822,648		19,827,887
Paul B. Cleveland		18,237,533		758,144		19,827,887
Stephen G. Dilly, M.B.B.S., Ph.D.		18,585,245		410,432		19,827,887
William G. Gerber, M.D.		18,156,567		839,110		19,827,887
John W. Larson		17,028,531		1,967,146		19,827,887
Steven J. Mento, Ph.D.		18,242,933		752,744		19,827,887
William R. Ringo		18,535,500		460,177		19,827,887
Thomas G. Wiggans		18,194,142		801,535		19,827,887

Proposal No. 2: Ratification of Appointment of Ernst & Young LLP

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 was ratified by the votes set forth in the table below:

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Ratification of Appointment of Ernst & Young LLP		36,816,874		1,806,386		200,304		0

Proposal No. 3: Approval of ESPP

The ESPP was approved by the votes set forth in the table below:

 

		Votes For		Votes Against		Abstentions		Broker Non-Votes
Approval of ESPP		18,139,681		753,577		102,419		19,827,887

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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.

Date: June 4, 2010