Senomyx, Inc. (NASDAQ:SNMX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07Submission of Matters to a Vote of Security
Our 2017 Annual Meeting of Stockholders, or our Annual Meeting,
was held on May11, 2017. We had 46,764,233 shares of common stock
outstanding and entitled to vote as of March 15, 2017, the record
date for the Annual Meeting. At the Annual Meeting, we
believe27,833,318 shares of common stock, or 59.52% of the total
issued and outstanding shares of common stock, were present in
person or represented by proxy for the four proposals specified
below. 21,952,616 shares of common stock, or 46.94% of the total
issued and outstanding shares of common stock, were delivered to
the independent inspector of elections in person or represented
by proxy for the four proposals specified below. In addition, as
further described below, the Company has obtained evidence
indicating that an additional 5,880,702 shares of common stock,
or 12.58% of the total issued and outstanding shares of common
stock, were present in person at the Annual Meeting, but not
delivered to the independent inspector of elections.
The Company believes that the Concerned Shareholders and Nominees
of Senomyx attempted to subvert the results of the director
elections at the Annual Meeting. Consistent with this belief, the
Company has obtained evidence indicating that the Concerned
Shareholders and Nominees of Senomyx, when it became clear they
had lost the election, intentionally and surreptitiously refused
to submit other stockholders proxies to the independent inspector
of elections in an attempt to break the quorum for the purpose of
obtaining additional time to solicit votes from stockholders
before an adjourned Annual Meeting.
According to the report of the independent inspector of
elections, at the Annual Meeting, stockholders delivered
14,622,056 votes, or 66.61% of the total votes cast, to the
Company and 7,330,560 votes, or 33.39% of the total votes cast,
to the dissident group named Concerned Shareholders and Nominees
of Senomyx. Accordingly, at the Annual Meeting, we believe
(1) elected Stephen A. Block, Mary Ann Gray, Michael E. Herman,
John Poyhonen, Kent Snyder, Daniel E. Stebbins and Christopher J.
Twomey 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;
(2) ratified the selection of Ernst Young LLP as our independent
registered public accounting firm for the fiscal year ending
(3) approved a resolution providing advisory approval of the
Companys executive compensation; and
(4) approved a resolution providing advisory approval of one-year
frequency of future advisory votes on executive compensation.
Because the additional 5,880,702 shares of common stock that were
present at the Annual Meeting were not delivered to the
independent inspector of elections, the independent inspector of
elections has not yet released the detailed voting results for
each of the four proposals.
The Company intends to pursue legal action in the Delaware Court
of Chancery to affirm the results of the election. The Company
will provide all stockholders a further update as soon as the
circumstances of the situation allow it. In addition, the Company
will file an amendment to this Current Report on Form 8-K to
disclose the detailed voting results of the Annual Meeting once
the results have been certified by the inspector of elections.
No action is required by the Companys stockholders at this time.
Item 7.01 Regulation FD Disclosure.
On May 17, 2017, the Company issued a press release announcing
results of the Annual Meeting as described in 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.
Description of Exhibit
Press Release of Senomyx, Inc., issued on May 17, 2017,
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 down -0.040 at 0.910 with 92,521 shares trading hands.