NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

ME Staff 8-k
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NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers;

Compensatory Arrangements of Certain Officers.

(e) As discussed below in Item5.07, the Company held its 2017
Annual Meeting of Stockholders (the Annual
Meeting) at which the Companys stockholders
approved amending the Companys 2011 Equity Incentive Plan, as
amended (the 2011 Plan), to, among
other things, increase the number of shares of the Companys
common stock available for issuance under the 2011 Plan from
15,500,000 to 17,000,000. A summary of the material terms of the
2011 Plan is set forth in the Companys definitive proxy statement
for the Annual Meeting filed with the Securities and Exchange
Commission on April21, 2017 (the Proxy
Statement). That summary is qualified in its
entirety by reference to the text of the 2011 Plan, which is
filed as Exhibit 99.1 hereto and incorporated herein by
reference.

Item5.07 Submission of Matters to a Vote of Security
Holders.

On May22, 2017, the Company held its Annual Meeting. As of the
close of business on March31, 2017, the record date for the
Annual Meeting, there were 87,519,910 shares of common stock
entitled to vote, of which there were 77,804,073 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 III Directors for a term of three years expiring at
the 2020 Annual Meeting of Stockholders, (ii)an advisory vote on
the compensation paid to the Companys named executive officers,
(iii)an advisory vote on the frequency of advisory voting on the
compensation paid to the Companys named executive officers,
(iv)the approval of the 2011 Plan to increase the number of
shares of the Companys common stock available for issuance
thereunder from 15,500,000 to 17,000,000, and (v)the ratification
of the appointment of Ernst Young LLP as the Companys independent
registered public accounting firm for the fiscal year ending
December31, 2017. The voting results were as follows:

Election of three Class III Directors for a term of three
years expiring at the 2020 Annual Meeting of Stockholders.

Kevin C. Gorman Ph.D.

For 70,957,198 Withheld 710,676

Gary A. Lyons

For 60,787,375 Withheld 10,880,499

Alfred W. Sandrock, Jr., M.D., Ph.D.

For 65,161,717 Withheld 6,506,157

The three nominees for Class III Director were elected. The Class
I Directors, Joseph A. Mollica, Ph.D., George J. Morrow and
William H. Rastetter, Ph.D., continue in office until the 2018
Annual Meeting of Stockholders, or until their earlier death,
resignation or removal. The Class II Directors, Corinne H.
Nevinny, Richard F. Pops and Stephen A. Sherwin, M.D. continue in
office until the 2019 Annual Meeting of Stockholders or until
their earlier death, resignation or removal.

An advisory vote on the compensation paid to the Companys
named executive officers.

Shares Voted:

For 71,299,682 Against 336,568 Abstain 31,624

Percent of Voted:

For 99.48% Against 0.46% Abstain 0.04%

There were 6,136,199 broker non-votes for this proposal.

The compensation of the Companys named executive officers, as
disclosed in the Proxy Statement, was approved on an advisory
basis.

An advisory vote on the frequency of advisory voting on the
compensation paid to the Companys named executive officers.

Shares Voted:

OneYear 67,315,500 TwoYears 210,493 ThreeYears 4,130,469 Abstain 11,412

Percent of Voted:

OneYear 93.92% TwoYears 0.29% ThreeYears 5.76% 5.76% 0.01%

There were no broker non-votes for this proposal.

An annual vote on the advisory voting of the compensation of the
Companys named executive officers, as disclosed in the Proxy
Statement, was approved on an advisory basis.

Approval of the 2011 Plan, as amended.

Shares Voted:

For 58,592,348 Against 13,042,157 Abstain 33,369

Percent of Voted:

For 81.75% Against 18.19% Abstain 0.04%

There were 6,136,199 broker non-votes for this proposal.

The 2011 Plan, as amended, was approved.

Ratification of the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm for
the fiscal year ending December31, 2017.

Shares Voted:

For 76,510,128 Against 1,271,426 Abstain 22,519

Percent of Voted:

For 98.33% Against 1.63% Abstain 0.02%

The appointment of Ernst Young LLP was ratified.

Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.

Description

99.1 Neurocrine Biosciences, Inc. 2011 Equity Incentive Plan, as
amended.


About NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX)

Neurocrine Biosciences, Inc. is engaged in the development of pharmaceutical products focused on neurological and endocrine-based diseases and disorders. The Company’s two lead late-stage clinical programs are Elagolix, a gonadotropin-releasing hormone (GnRH) antagonist for women’s health that is partnered with AbbVie Inc. (AbbVie), and NBI-98854 (valbenazine), a vesicular monoamine transporter 2 (VMAT2) inhibitor for the treatment of movement disorders. The Company focuses on developing NBI-640756 against Essential tremor. Its research and development focuses on addressing diseases and disorders of the central nervous and endocrine systems, which include therapeutic categories ranging from hypothalamic-pituitary-adrenal (HPA) disorders to stress-related disorders and neurological/neuropsychiatric diseases. Its Corticotropin-Releasing Factor (CRF) is a hypothalamic hormone released directly into the hypophyseal portal vasculature.

NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) Recent Trading Information

NEUROCRINE BIOSCIENCES, INC. (NASDAQ:NBIX) closed its last trading session down -4.64 at 48.89 with 755,125 shares trading hands.