UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Penwest Pharmaceuticals Co.

(Exact name of registrant as specified in charter)

Washington		001-34267		91-1513032
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation)		File Number)		Identification No.)

2981 Route 22
Patterson, New York		12563
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (845)-878-8400

Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

Penwest Pharmaceuticals Co. (the “Company”) held its annual meeting of shareholders on June 22, 2010. On June 25, 2010, the Company received the preliminary voting results of the annual meeting. The results indicate that at the annual meeting the shareholders voted to elect John G. Lemkey, Roderick Wong, M.D. and Saiid Zarrabian as Class I directors, each for a term of three years and until his successor is duly elected and qualified. In addition, the results indicate that at the annual meeting the shareholders voted to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010.

The preliminary voting results are as follows:

a) To elect three class I directors for a term to expire at the 2013 annual meeting of shareholders:

Nominee		For				Withheld
*Christophe M. Bianchi			10,335,258				27,709
*Paul E. Freiman			8,835,071				1,527,896
*Jennifer L. Good			10,331,520				31,447
**John G. Lemkey			17,253,946				624,300
**Roderick Wong, M.D.			17,755,693				122,553
**Saiid Zarrabian			17,752,955				125,291

b) To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010:

For: 26,943,369

Against: 145,268

Abstain: 1,146,764

*****

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.