SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS) Files An 8-K Submission of Matters to a Vote of Security Holders

SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS) Files An 8-K Submission of Matters to a Vote of Security Holders

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Item5.07.

Submission of Matters to a Vote of Security
Holders.

The 2017 Annual Meeting of Stockholders, or the Annual Meeting,
was held on May31, 2017. Proxies for the Annual Meeting were
solicited by the Board of Directors to Section14(a) of the
Securities Exchange Act of 1934, as amended, and there was no
solicitation in opposition to the Board of Directors
solicitation. There were 21,460,543 shares of common stock
entitled to vote at the Annual Meeting. A total of 17,903,184
shares were represented at the Annual Meeting in person or by
proxy. The final votes on the proposals presented at the meeting
were as follows:

Proposal No.1

David C. Stump, M.D. and Daniel N. Swisher, Jr. were elected as
ClassIII directors to hold office until the 2020 Annual Meeting
of Stockholders by the following vote:

Nominee

For

Withheld

Broker Non-Votes

David C. Stump, M.D.

10,966,086 588,267 6,348,831

Daniel N. Swisher, Jr.

10,961,945 592,408 6,348,831

In addition to the directors elected above, Steve R. Carchedi,
Geoffrey M. Parker and Dayton Misfeldt will continue to serve as
ClassI directors until the 2018 Annual Meeting of Stockholders
and until their successors are elected and have qualified, or
until their earlier death, resignation or removal, and James W.
Young, Ph.D., Steven B. Ketchum, Ph.D. and Homer L. Pearce, Ph.D.
will continue to serve as ClassII directors until the 2019 Annual
Meeting of Stockholders and until their successors are elected
and have qualified, or until their earlier death, resignation or
removal.

Proposal No.2

The vote, on an advisory basis, of the compensation of our named
executive officers as disclosed in the 2017 proxy statement,
filed with the Securities and Exchange Commission on April20,
2017, was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

9,955,745

620,666 977,942 6,348,831

Proposal No.3

The selection by the Audit Committee of the Board of Directors of
Ernst Young LLP as our independent registered public accounting
firm for the year ending December31, 2017 was ratified by the
following vote:

For

Against

Abstain

17,840,839

56,956 5,389

Proposal No.4

Our stock option exchange program, to which our employees would
be given the opportunity to exchange eligible stock options for
new stock options was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

7,575,362

3,054,830 924,161 6,348,831

Proposal No.5

The amendment of our 2011 Equity Incentive Plan to (i)increase
the limit on the aggregate maximum number of shares of our common
stock that may be issued to the exercise of incentive stock
options under our 2011 Equity Incentive Plan, (ii)increase the
limit of the maximum number of shares of our common stock subject
to options, stock appreciation rights and other stock awards that
may be granted under our 2011 Equity Incentive Plan to any
participant in any calendar year to satisfy the requirements of
Section 162(m) of the Internal Revenue Code of 1986, as amended,
and (iii)revise the permitted means of adjustment when
calculating the attainment of performance goals for performance
awards granted under our 2011 Equity Incentive Plan to reflect
the elimination of the concept of extraordinary items from the
GAAP method of accounting was approved by the following vote:

For

Against

Abstain

Broker Non-Votes

8,141,467

2,480,664 932,222 6,348,831


About SUNESIS PHARMACEUTICALS, INC. (NASDAQ:SNSS)

Sunesis Pharmaceuticals, Inc. is a biopharmaceutical company. The Company focuses on the development and commercialization of its pipeline of oncology therapeutics for the treatment of solid and hematologic cancers. The Company offers QINPREZO (vosaroxin), which is a product candidate for the treatment of acute myeloid leukemia (AML). Vosaroxin is an anticancer quinolone derivative (AQD). The Company’s other kinase inhibitor pipeline include TAK-580, SNS-062 and SNS-229. TAK-580 is an oral, investigative drug selective for pan-Raf kinase inhibition, in patients with relapsed or refractory solid tumors. SNS-062 is a non-covalently binding inhibitor of Bruton’s tyrosine kinase (BTK). The Company has completed the pre-clinical studies for SNS-062. SNS-229 and SNS-510 are two PDK1 inhibitors. PDK1 is a kinase and mediator of Phosphoinositide 3-kinase/AKT (PI3K/AKT) signaling, which is a pathway involved in cell growth, differentiation, survival and migration.

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