Senomyx, Inc. (NASDAQ:SNMX) Files An 8-K Entry into a Material Definitive Agreement

Senomyx, Inc. (NASDAQ:SNMX) Files An 8-K Entry into a Material Definitive Agreement

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Item1.01. Entry into a Material Definitive Agreement.

On May 19, 2017, Senomyx, Inc. (the Company) entered into a
standstill agreement (the Standstill Agreement) with Concerned
Shareholders and Nominees of Senomyx (CSNS) regarding the
election of directors to the Companys board of directors (the
Board) at the Annual Meeting and certain related matters.

Annual Meeting Matters

to the Standstill Agreement, CSNS irrevocably withdrew its
previous nomination notices, its nominations of an alternative
slate of seven directors set forth in its definitive proxy
statement and GOLD proxy card, and its proxy solicitation in
support of its alternative slate of directors in opposition to
the Board, each with immediate effect.

Under the terms of the Standstill Agreement, CSNS also accepted
that (i) a quorum was present at the Annual Meeting (ii) the
Annual Meeting was properly held in accordance with the Companys
certificate of incorporation, bylaws and applicable law, and
(iii) all business at the Annual Meeting was lawfully conducted.
Additionally, CSNS waived any and all claims against or rights to
contest the Annual Meeting in any respect, including with respect
to the presence of a quorum or the validity of the Annual
Meetings election results.

Standstill

Under the terms of the Standstill Agreement, until the first
business day after the Companys 2020 annual meeting of
stockholders, CSNS agreed to customary standstill provisions with
regards to share purchases, proxy contests, non-disparagement,
litigation, and other related matters during the term of the
Standstill Agreement. Additionally, the Company agreed during the
term of the Standstill Agreement not to disparage CSNS and to
abstain from pursuing any lawsuit or proceeding against CSNS in
connection with any events or circumstances related to the proxy
contest or the Annual Meeting known to the Company as of the date
of the Standstill Agreement.

The foregoing summary of the Standstill Agreement or any of the
terms therein, as applicable, does not purport to be complete and
is qualified in its entirety by reference to the full text of the
Standstill Agreement, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 10.1, and is incorporated herein by
reference.

Item 5.07 Submission of Matters to a Vote of Security
Holders.

On May 21, 2017, the independent inspector of elections for the
Annual Meeting delivered to the Company its final tabulation of
voting results for each of the matters submitted at the Annual
Meeting. The stockholders voted on the following proposals and
cast their votes as described below.

Proposal 1: Election of Directors

Board of Directors Nominees

Name

VotesFor

Votes

Withheld

Broker

Non-Votes

Stephen A. Block,Esq.

14,150,829

471,227

N/A

Mary Ann Gray, Ph.D.

14,168,921

453,135

N/A

Michael E. Herman

14,137,704

484,352

N/A

John Poyhonen

14,166,329

455,727

N/A

Kent Snyder

14,071,928

550,128

N/A

Dan Stebbins

14,168,094

453,962

N/A

Christopher Twomey

14,144,554

477,502

N/A

Concerned Shareholders and Nominees of Senomyx Nominees

Name

VotesFor

Votes

Withheld

Broker

Non-Votes

Barry A. Igdaloff

6,934,287

396,273

N/A

Lee D. Keddie

6,933,587

396,973

N/A

Benjamin E. Large

6,935,587

394,973

N/A

Gus D. Halas

6,934,387

396,173

N/A

David W. Pointer

6,935,487

395,073

N/A

Robert G. Pearse

6,933,587

396,973

N/A

Mark D. Stolper

6,936,287

394,273

N/A

Based on these results, the following nominees were elected as
directors at the Annual Meeting, each to serve until the next
annual meeting of stockholders and until his or her successor is
elected and qualified: Stephen A. Block, Mary Ann Gray, Michael
E. Herman, John Poyhonen, Kent Snyder, Daniel E. Stebbins and
Christopher J. Twomey.

Proposal 2: Ratification of selection of independent registered
public accounting firm for the fiscal year ending December 31,
2017

For

Against

Abstain

Broker Non-Votes

Votes:

20,748,230

743,908

460,478

N/A

Proposal 3: Approve a resolution providing advisory approval of
the Company’s executive compensation.

For

Against

Abstain

Broker Non-Votes

Votes:

17,742,101

3,214,462

996,053

N/A

Proposal 4: Approved a resolution providing advisory approval of
the frequency of future advisory votes on executive compensation.

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

Votes:

19,394,692

879,959

1,089,629

588,335

N/A

Based upon the voting results on Proposal 4, as set forth above,
and consistent with the Board’s recommendation, the Board has
determined that non-binding advisory votes on executive
compensation will be submitted to the Companys stockholders on an
annual basis until the next required vote on the frequency of
stockholder votes on executive compensation.

Item 7.01 Regulation FD Disclosure.

OnMay 22, 2017, the Company issued a press release announcing the
final results of the Annual Meeting, entry into the Standstill
Agreement, and certain related matters as described in Item 1.01
and Item 5.07 above. The full text of this press release is
attached to this report as Exhibit 99.1 and is incorporated
herein by reference.

to the rules and regulations of the U.S. Securities and Exchange
Commission, the information furnished to Item 7.01 of this report
is deemed to have been furnished and shall not be deemed to be
filed for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities of
that section. Such information shall not be incorporated by
reference into any filing of the Company, whether made before or
after the date hereof, regardless of any general incorporation
language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description of Exhibit

10.1

StandstillAgreement, dated as of May 19, 2017, among
Senomyx, Inc. and the Concerned Shareholders and Nominees
of Senomyx

99.1

Press Release of Senomyx, Inc., issued on May 22, 2017,
titled Senomyx Confirms Previously Announced Results of
2017 Annual Meeting


About Senomyx, Inc. (NASDAQ:SNMX)

Senomyx, Inc. is focused on using taste receptor technologies to discover, develop and commercialize flavor ingredients for the packaged food, beverage and ingredient supply industries. The Company operates through development and commercialization of flavor ingredients segment. It is engaged in the discovery, development and/or commercialization of flavor ingredients through over five programs. The Sweet Taste Program is focused on developing flavor ingredients or discovering natural sweeteners. The Savory Flavor Program is focused at flavor ingredients to be used in product categories, such as ready meals, sauces, soups and snack foods. The Bitter Blocker Program is focused on flavor ingredients used in products that contain bitter tastants. The Cooling Taste Program is focused at flavor ingredients used in products that consist of cooling agents. The salt taste modifier program is focused on reduction of the level of salt contained in packaged food and beverage products.

Senomyx, Inc. (NASDAQ:SNMX) Recent Trading Information

Senomyx, Inc. (NASDAQ:SNMX) closed its last trading session 00.000 at 0.880 with 227,810 shares trading hands.

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