UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Filed Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report
(Date of earliest event reported): June 1, 2011
Repros Therapeutics Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-15281
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76-0233274
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2408 Timberloch Place, Suite B-7
The Woodlands, Texas 77380
(Address of principal
executive offices
and zip code)
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(281) 719-3400
(Registrant’s telephone number, including area code)
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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.
Repros Therapeutics Inc. (the “Company”) held its 2011 Annual Meeting of Stockholders on June 1, 2011 in The Woodlands, Texas. At the meeting, the Company’s stockholders: (i) elected each of the five persons listed below under Proposal 1 to serve as a director of the Company until its 2012 Annual Meeting of Stockholders; (ii) ratified and approved the appointment of PricewaterhouseCoopers LLP as the Company's registered independent public accounting firm for the Company's fiscal year ending December 31, 2011 and (iii) approved the proposal to approve and adopt the 2011 Equity Incentive Plan which provides for the grant of rights to purchase up to 2,000,000 shares of common stock of the Company. The following table describes the results of the voting at the annual meeting:
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Proposal or Name of Nominee
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Shares Voted "For"
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Shares Voted "Against"
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Shares Withheld
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Shares Abstained
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Broker Non-Votes
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Proposal 1: Election of Directors
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Joseph S. Podolski
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3,400,617
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--
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1,045,125
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--
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6,959,778
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Daniel F. Cain
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3,400,434
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--
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1,045,308
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--
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6,959,778
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Jean L. Fourcroy, M.D., Ph.D.
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3,400,912
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--
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1,044,830
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--
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6,959,778
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Nola Masterson, M.S.
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3,400,611
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--
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1,045,131
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--
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6,959,778
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Jaye Thompson, Ph.D.
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3,401,411
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--
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1,044,331
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--
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6,959,778
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Proposal 2: Ratification of Appointment of PricewaterhouseCoopers LLP
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10,330,241
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10,499
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--
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1,064,780
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--
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Proposal 3: Approval of 2011 Equity Incentive Plan
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3,296,800
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105,817
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--
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1,043,125
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6,959,778
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Repros Therapeutics Inc. | |||
| Date: June 3, 2011 | |||
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By:
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/s/ Katherine A. Anderson | |
| Katherine A. Anderson | |||
| Chief Accounting Officer | |||