DURECT CORPORATION (NASDAQ:DRRX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of DURECT Corporation (the “Company”), held on June 19, 2018, the Company’s stockholders approved an amendment of the 2000 Stock Plan to increase the number of shares of the Company’s Common Stock available for issuance by 7,500,000 shares.

The foregoing description of the amendment of the 2000 Stock Plan is only a summary and is qualified in its entirety by the full text of the 2000 Stock Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The disclosure set forth under Proposal 1 and Proposal 3 in Item 5.02 of this Form 8-K is incorporated herein by reference.

Item 5.02 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation (the “Charter Amendment”) to increase the number of authorized shares of common stock from 200,000,000 to 350,000,000. The Company filed the Charter Amendment with the Secretary of State of the State of Delaware, and it became effective on June 20, 2018.

The foregoing description of the Charter Amendment is qualified in its entirety by the full text of the Charter Amendment, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.02 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on June 19, 2018, there were 144,714,691 shares represented to vote either in person or by proxy, or 89.5% of the outstanding shares, which represented a quorum.The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Proposal 1: Election of Directors

James E. Brown and Armand P. Neukermans were elected as Class III directors for a term of three years.The voting for each director was as follows:

Proposal 2: An amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 350,000,000

The amendment to our Certificate of Incorporation was approved based upon the following votes:

Proposal 3: An amendment of the 2000 Stock Plan to increase the number of shares of the Company’s Common Stock available for issuance by 7,500,000 shares

The amendment of the 2000 Stock Plan was approved based upon the following votes:

Proposal 4: Say on Pay – An advisory vote on the approval of executive compensation

The Company’s executive compensation was approved on a non-binding, advisory basis based upon the following votes:

Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm for the Company for the Current Fiscal Year

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2018 was ratified based upon the following votes:

Item 5.02Financial Statements and Exhibits.

(d) Exhibits

ExhibitDescription

10.1*DURECT Corporation 2000 Stock Plan, as amended.

__________

* Management contract or compensatory plan or arrangement.

DURECT CORP Exhibit
EX-3.1 2 drrx-ex31_6.htm EX-3.1 drrx-ex31_6.htm   Exhibit 3.1   CERTIFICATE OF AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF DURECT CORPORATION The undersigned,…
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About DURECT CORPORATION (NASDAQ:DRRX)

Durect Corporation is a biopharmaceutical company with research and development programs. The Company’s products candidates include DUR-928, oral for metabolic/lipid disorders, and DUR-928, injectable for acute organ injuries. Its other product candidates include POSIMIR (controlled release injection of bupivacaine), REMOXY (oral controlled release oxycodone), ORADUR-ADHD, ELADUR (controlled release injection of bupivicane), Relday (risperidone), ORADUR-based opioid (hydromorphone) and SABER-based ophthalmic. The Company’s ALZET product line consists of miniature, implantable osmotic pumps and accessories used for experimental research in mice, rats and other laboratory animals. The Company also manufactures and sells osmotic pumps used in laboratory research and design; and develops and manufactures a range of standard and custom biodegradable polymers and excipients for pharmaceutical and medical device clients for use as raw materials in their products.