Heron Therapeutics, Inc. (NASDAQ:HRTX) Files An 8-K Submission of Matters to a Vote of Security Holders

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Heron Therapeutics, Inc. (NASDAQ:HRTX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.

On June18, 2018, Heron Therapeutics, Inc. (the “Company”) held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”). Four proposals were voted on at the Annual Meeting: (1)the election of six directors: Kevin C. Tang, Craig A. Johnson, John W. Poyhonen, Barry D. Quart, Pharm.D., Robert H. Rosen and Christian Waage to serve until the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified; (2)the ratification of the appointment of OUM& Co. LLP as the Company’s independent registered public accounting firm for the year ending December31, 2018; (3)an advisory vote to approve compensation paid to the Company’s named executive officers for the year ended December31, 2017; and (4)the amendment of the Company’s Certificate of Incorporation to increase the aggregate number of authorized shares of common stock by 50,000,000.

Only stockholders of record as of the close of business on April23, 2018 were entitled to vote at the Annual Meeting. As of April23, 2018, 71,951,009 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 67,378,504 shares of common stock of the Company were represented by proxy constituting a quorum for the meeting. As set forth below, each of the four proposals voted on at the meeting were approved by the stockholders entitled to vote thereon.

The votes with respect to each of the proposals are set forth below.

Election of six directors to serve until the 2019 Annual Meeting of Stockholders and until their successors are duly elected and qualified:

Name of Director

Nominees

For Withheld BrokerNon-Votes

Kevin C. Tang

40,763,150 21,796,038 4,819,316

Craig A. Johnson

54,907,756 7,651,432 4,819,316

John W. Poyhonen

55,119,371 7,439,817 4,819,316

Barry D. Quart, Pharm.D.

51,696,989 10,862,199 4,819,316

Robert H. Rosen

51,447,467 11,111,721 4,819,316

Christian Waage

55,112,370 7,446,818 4,819,316

Ratification of the appointment of OUM& Co. LLP as the Company’s independent registered public accounting firm for the year ending December31, 2018:

For Against Abstain BrokerNon-Votes
66,745,738 512,511 120,255

Advisory vote to approve compensation paid to the Company’s named executive officers for the year ended December31, 2017:

For Against Abstain BrokerNon-Votes
56,716,715 5,736,602 105,871 4,819,316

Amendment to the Company’s Certificate of Incorporation to increase the aggregate number of authorized shares of common stock by 50,000,000:

For Against Abstain BrokerNon-Votes
66,381,807 927,927 68,770

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About Heron Therapeutics, Inc. (NASDAQ:HRTX)

Heron Therapeutics, Inc. is a biotechnology company engaged in developing pharmaceutical products for patients suffering from cancer or pain. The Company’s product candidates include SUSTOL, HTX-019 and HTX-011. All of its product candidates utilize science and technology platforms, including its Biochronomer drug delivery technology. The Company’s SUSTOL (granisetron) injection, extended release is being developed for the prevention of both acute and delayed chemotherapy-induced nausea and vomiting (CINV) associated with moderately emetogenic chemotherapy (MEC) or highly emetogenic chemotherapy (HEC). HTX-019, which is an intravenous formulation of aprepitant, a neurokinin-1 (NK1) receptor antagonist, is being developed for the prevention of CINV. HTX-011, a long-acting formulation of the local anesthetic bupivacaine in a fixed-dose combination with the anti-inflammatory meloxicam, is being developed for the prevention of post-operative pain. HTX-011 is in Phase II clinical trials.