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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 19, 2011
ANTHERA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-34637 | 20-1852016 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| 25801 Industrial Boulevard, Suite B, Hayward, California | 94545 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (510) 856-5600
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:
| 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 19, 2011 Annette Bianchi, director of Anthera Pharmaceuticals, Inc. (the “Company”),
completed her term as director of the Company and did not stand for re-election.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following proposals were submitted to the stockholders at the 2011 Annual Meeting of
Stockholders held on April 19, 2011:
(i) The election of two Class II directors, as nominated by the Board of Directors, to hold
office until the 2014 Annual Meeting of Stockholders; and
(ii) The ratification of the appointment of Deloitte & Touche LLP as the independent
registered public accounting firm of the Company for its fiscal year ending December 31, 2011.
The proposals are described in detail in the Company’s Proxy Statement filed with the SEC on
March 16, 2011.
The number of shares of common stock entitled to vote at the annual meeting was 32,906,412.
The number of shares of common stock present or represented by valid proxy at the Annual Meeting
was 19,662,639. All matters submitted to a vote of the Company’s stockholders at the Annual
Meeting were approved and all director nominees were elected.
The number of votes cast for and against and the number of abstentions and broker non-votes
with respect to each matter voted upon are set forth below:
| (i) | Election of two Class II Directors |
| Director Nominee | Votes For | Votes Withheld | ||||||
James I. Healy, M.D. Ph.D.
|
16,372,766 | 46,909 | ||||||
Peter A. Thompson, M.D.
|
16,406,143 | 13,532 | ||||||
There were 3,242,964 broker non-votes regarding the election of directors.
| (ii) | Ratification of Auditors. |
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2011. The results of the
voting included 19,658,339 votes for, 4,300 votes against, and 0 votes abstained.
There were no broker non-votes regarding this proposal.
| Item 8.01 | Other Events. |
Following the 2011 Annual Meeting of Stockholders, James Healy was reclassified by resolution
of the Board of Directors to a Class III director, to hold office until the 2012 Annual Meeting of
Stockholders.
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.
| Date: April 22, 2011 | Anthera Pharmaceuticals, Inc. |
|||
| By: | /s/ Christopher P. Lowe | |||
| Christopher P. Lowe | ||||
| Chief Financial Officer | ||||