VIVUS, INC. (VVUS) Files An 8-K Results of Operations and Financial Condition

Item 2.02. Results of Operations and Financial Condition

On November9, 2016, VIVUS,Inc., or the Company, conducted a
conference call during which members of its senior management
team discussed financial results for the third quarter ended
September30, 2016, a business update and certain other
information. A copy of the transcript of the conference call is
furnished herewith as Exhibit99.1.

The information in Item 2.02 of this Form8-K and the exhibit
attached hereto shall not be deemed filed for purposes of
Section18 of the Securities Exchange Act of 1934, as amended (the
Exchange Act), or otherwise subject to the liabilities of that
Section, or incorporated by reference into any of the Companys
filings under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific
reference in any such filing.

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

On November8, 2016, the Company held its 2016 Annual Meeting of
Stockholders, or the Annual Meeting. At the Annual Meeting, the
Companys stockholders elected seven (7)directors to serve until
the next annual meeting of stockholders or until their successors
are duly elected and qualified; approved, on a non-binding
advisory basis, the compensation of the Companys named executive
officers; ratified the Companys appointment of OUM Co. LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2016; and approved the amended and
restated 2010 Equity Incentive Plan to increase the number of
authorized shares reserved for issuance thereunder by 5,000,000,
to provide greater flexibility to satisfy tax withholding
obligations and to approve its material terms for purposes of
complying with Section162(m)of the Internal Revenue Code of 1986,
as amended. As previously disclosed, in accordance with the
results of the say-on-pay frequency vote held at our 2011 Annual
Meeting of Stockholders, we currently hold say-on-pay votes on an
annual basis and, unless the Companys Board of Directors modifies
its determination on the frequency of future advisory say-on-pay
votes, the next advisory say-on-pay vote and the next say-on-pay
frequency vote will be held at our 2017 Annual Meeting of
Stockholders.

The Companys independent inspector of elections reported the
voting results as follows:

(i) Election of seven (7)directors to serve until the next annual
meeting of stockholders or until their successors are duly
elected and qualified:

(ii) Approval, on a non-binding advisory basis, of the
compensation of the Companys named executive officers:

(iii) Ratification of the appointment of OUM Co. LLP as the
Companys independent registered public accounting firm for the
fiscal year ending December31, 2016:

About VIVUS, INC. (VVUS)