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

Date of Report (Date of earliest event reported): May 10, 2011

 

 

INTERMUNE, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

0-29801   94-3296648

(Commission

File Number)

 

(IRS Employer

Identification Number)

3280 Bayshore Boulevard

Brisbane, CA 94005

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (415) 466-2200

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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.

On May 10, 2011, InterMune, Inc., or InterMune, held its annual meeting of stockholders. The following matters set forth in InterMune’s definitive proxy statement on Schedule 14A dated April 13, 2011 and filed with the Securities and Exchange Commission were voted on at the annual meeting of stockholders and the results of such voting are indicated below.

 

1. The election of the two nominees listed below to serve until the 2014 annual meeting of stockholders or until their successors are elected.

 

     For    Withheld    Broker Non-Vote

Louis Drapeau

   44,332,215    629,340    2,942,374

James I. Healy, M.D., Ph.D.

   44,677,875    283,680    2,942,374

 

2. The selection, by InterMune’s Audit Committee of the Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm of InterMune for its fiscal year ending December 31, 2011 was ratified.

 

For

  

Against

  

Abstained

47,815,996

   73,269    14,664

There were no broker non-votes for this matter voted on.

 

3. The amendment to InterMune’s Amended and Restated 2000 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the plan by 1,950,000 shares was approved.

 

For

  

Against

  

Abstained

  

Broker Non-Vote

42,060,281

  

2,887,578

  

13,696

   2,942,374

 

4. The non-binding resolution to approve the compensation of the named executive officers as disclosed in the proxy statement was approved by the stockholders by the following vote:

 

For

  

Against

  

Abstained

  

Broker Non-Vote

44,365,612

   579,197    16,746    2,942,374


5. The determination of whether the stockholder vote to approve the compensation of the named executive officers should occur every one, two or three years received the following vote:

 

Every Year

  

Every 2 Years

  

Every 3 Years

  

Abstain

  

Broker Non-Vote

42,164,244

   22,725    2,743,214    31,372    2,942,374


SIGNATURES

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

 

Date: May 12, 2011       INTERMUNE, INC.
      By:  

    /s/ John C. Hodgman

      John C. Hodgman
     

Senior Vice President of Finance Administration

and Chief Financial Officer