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 the earliest event reported): May 24, 2010
NEUROCRINE BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-22705 | 33-0525145 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 12780 El Camino Real, San Diego, California | 92130 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 617-7600
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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
The 2010 Annual Meeting of Stockholders of Neurocrine Biosciences, Inc. (the “Annual Meeting”) was held on May 25, 2010. As of the close of business on April 1, 2010, the record date for the Annual Meeting, there were 54,823,567 shares of common stock entitled to vote, of which there were 47,505,683 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on five matters: (i) the election of three Class II Directors for a term of three years expiring at the 2013 Annual Meeting of Stockholders, (ii) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010, (iii) the consideration of a stockholder proposal to declassify the Board of Directors, (iv) the consideration of a stockholder proposal regarding an engagement process with proponents of certain stockholder proposals, and (v) the consideration of a stockholder proposal regarding a recommendation on officer compensation. The voting results were as follows:
| • | Election of three Class II Directors for a term of three years expiring at the 2013 Annual Meeting of Stockholders |
| Corinne H. Nevinny |
For | 23,474,094 | Withheld | 9,338,970 | ||||
| Richard F. Pops |
For | 20,196,167 | Withheld | 12,616,897 | ||||
| Stephen A. Sherwin, M.D. |
For | 20,283,424 | Withheld | 12,529,640 |
The three nominees for Class II Director were elected. Our Class I Directors, Joseph Mollica, Ph.D, Wylie W. Vale, Ph.D. and W. Thomas Mitchell, continue in office until our 2012 Annual Meeting of Stockholders. Our Class III Directors, Kevin C. Gorman, Ph.D., Gary A. Lyons, and William H. Rastetter, Ph.D., continue in office until our 2011 Annual Meeting of Stockholders.
There were 14,692,619 broker non-votes for each of the three director nominees for re-election.
| • | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010 |
| Shares Voted: |
For | 46,582,083 | Against | 804,298 | Abstain | 119,302 | ||||||
| Percent Outstanding: |
For | 84.96% | Against | 1.46% | Abstain | 0.21% |
The appointment of Ernst & Young LLP was ratified.
| • | Consideration of a stockholder proposal to declassify the Board of Directors |
| Shares Voted: |
For | 21,323,959 | Against | 11,273,376 | Abstain | 215,729 | ||||||
| Percent Outstanding: |
For | 38.89% | Against | 20.56% | Abstain | 0.39% |
There were 14,692,619 broker non-votes for this proposal.
The stockholder proposal was approved.
| • | Consideration of a stockholder proposal regarding an engagement process with proponents of certain stockholder proposals |
| Shares Voted: |
For | 7,373,102 | Against | 25,272,231 | Abstain | 167,731 | ||||||
| Percent Outstanding: |
For | 13.44% | Against | 46.09% | Abstain | 0.30% |
There were 14,692,619 broker non-votes for this proposal.
The stockholder proposal was not approved.
| • | Consideration of a stockholder proposal regarding a recommendation on officer compensation |
| Shares Voted: |
For | 2,093,238 | Against | 30,648,707 | Abstain | 71,119 | ||||||
| Percent Outstanding: |
For | 3.81% | Against | 55.90% | Abstain | 0.12% |
There were 14,692,619 broker non-votes for this proposal.
The stockholder proposal was not approved.
| ITEM 8.01 | OTHER EVENTS. |
On May 24, 2010, we announced statistically significant and clinically meaningful top-line efficacy results from our Phase II Daisy PETAL study using our proprietary, orally-active nonpeptide Gonadotropin-Releasing Hormone receptor antagonist, elagolix, in patients with endometriosis. A copy of the press release announcing the results is attached hereto as Exhibit 99.1.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) EXHIBITS.
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Press Release dated May 24, 2010 | |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: May 27, 2010 | NEUROCRINE BIOSCIENCES, INC. | |||
| /s/ TIMOTHY P. COUGHLIN | ||||
| Timothy P. Coughlin | ||||
| Vice President and Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit |
Description of Exhibit | |
| 99.1 |
Press Release dated May 24, 2010 | |