OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of stockholders on July 14, 2017. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the numbers of broker non-votes with respect to each matter, as applicable.
|
1. |
To elect the following three nominees to the board of directors for a three-year term to expire at the 2020 annual meeting of stockholders: |
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|
Nominee |
Shares Voted For |
Voting Authority Withheld |
Broker Non-Votes |
|
Patrick J. Mahaffy |
6,647,705 |
297,382 |
5,868,065 |
|
Michael A. Narachi |
6,012,599 |
932,488 |
5,868,065 |
In accordance with the above results, each nominee was elected to serve as a director.
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2. |
To ratify the appointment of Ernst& Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017: |
|
For |
Against |
Abstain |
Broker Non-Votes |
|
12,679,321 |
107,739 |
26,092 |
— |
In accordance with the above results, the appointment of Ernst& Young LLP was ratified.
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3. |
To approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement: |
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|
For |
Against |
Abstain |
Broker Non-Votes |
|
6,019,996 |
243,331 |
679,760 |
5,868,065 |
In accordance with the above results, the compensation paid to the Company’s named executive officers was approved on an advisory basis.
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4. |
To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers: |
|
1 Year |
2 Year |
3 Year |
Abstain |
Broker Non-Votes |
|
1,181,083 |
151,719 |
4,939,174 |
673,111 |
5,868,065 |
In accordance with the above results, the Company’s stockholders voted in favor of conducting an advisory vote on the compensation of the Company’s named executive officers once every three years.
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5. |
To ratify the filing and effectiveness of the certificate of amendment to the Company’s certificate of incorporation filed with the Secretary of State of the State of Delaware on July 8, 2016 and the one for ten reverse stock split of the Company’s common stock that was effected thereby and became effective on July 11, 2016 (the “Amendment Ratification”): |
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For |
Against |
Abstain |
Broker Non-Votes |
|
11,234,444 |
897,130 |
681,578 |
— |
In accordance with the above results, the Amendment Ratification was ratified and the Company has filed a certificate of validation in respect of the Amendment Ratification with the Secretary of State of the State of Delaware.
About OREXIGEN THERAPEUTICS, INC. (NASDAQ:OREX)
Orexigen Therapeutics, Inc. is a biopharmaceutical company. The Company is focused on the treatment of obesity. The Company’s product, Contrave, is approved in the United States by the United States Food and Drug Administration as an adjunct to a reduced-calorie diet and increased physical activity for chronic weight management in adults with an initial body mass index (BMI) of 30 kilograms per square meter or greater (obese) or 27 kilograms per square meter or greater (overweight) in the presence of a weight-related comorbid condition. Contrave is a combination of generic drug components, each of which has received regulatory approval for other indications and has been commercialized in the United States and in a range of member countries of the European Union. Contrave regulates appetite and energy expenditure through central nervous system (CNS) activity. Contrave is a fixed dose combination of bupropion hydrochloride (HCl) extended release (ER) and naltrexone HCl ER.