Attached files

file filename
8-K - 8-K - ARQULE INCa11-14323_18k.htm

Exhibit 99.1

 

ARQULE, INC.

2011 Annual Meeting

 

Report of Matters Voted Upon by Stockholders

 

1.     The 2011 Annual Meeting of Stockholders of ArQule, Inc.  (the “Annual Meeting”) was held at the offices of ArQule, Inc. (the “Company”) at 19 Presidential Way, Woburn, Massachusetts 01801, on June 1, 2011 commencing at 10:00 a.m. pursuant to notice properly given.

 

2.     At the close of business on April 15, 2011, the record date for the determination of stockholders entitled to vote at the Annual Meeting, the outstanding voting securities of the Company were 53,115,658 shares of common stock, $0.01 par value.  Each of the outstanding shares was entitled to one vote on the matters before the Annual Meeting.

 

3.     At the Annual Meeting 47,976,229 shares of the Company’s issued and outstanding common stock, were represented in person or by proxy, constituting a quorum.

 

4.     At the Annual Meeting, each of the following nominees for director received the respective number of votes set forth opposite his or her name, constituting a plurality of the votes cast, and was duly elected as a director of the Company:

 

Name of

 

 

 

 

 

Nominee

 

For

 

Withheld

 

 

 

 

 

 

 

Ronald M. Lindsay

 

39,210,219

 

264,632

 

 

 

 

 

 

 

William G. Messenger

 

39,203,926

 

270,925

 

 

 

 

 

 

 

Patrick J. Zenner

 

39,009,919

 

464,932

 

 

Broker Non-votes:  8,501,378 shares for each director

 

5.    The following table sets forth the tally of the votes cast on the proposal to approve amendments to the Company’s Amended and Restated 1994 Equity Incentive Plan to increase the number of shares of common stock available for awards granted under such plan by 3,000,000 from 12,500,000 to 15,500,000 shares of common stock and to incorporate other changes described in the Company’s proxy statement.

 

Votes For

 

Votes Against

 

Votes Abstaining

 

 

 

 

 

 

 

35,449,166

 

4,002,103

 

23,582

 

 

Broker Non-votes:  8,501,378 shares

 

1



 

6.     The following table sets forth the tally of the votes cast on the proposal to approve an amendment to the Company’s Amended and Restated 1996 Employee Stock Purchase Plan to increase the number of shares of common stock available for purchase in such plan by 400,000 from 2,000,000 to 2,400,000 shares of common stock.

 

Votes For

 

Votes Against

 

Votes Abstaining

 

 

 

 

 

 

 

38,963,043

 

505,163

 

6,645

 

 

Broker Non-votes:  8,501,378 shares

 

7.     The following table sets forth the tally of the votes cast on the proposal to approve an amendment to the Company’s Amended and Restated 1996 Director Stock Option Plan to increase the number of shares of common stock available for awards granted under such plan by 200,000 from 750,000 to 950,000 shares of common stock.

 

Votes For

 

Votes Against

 

Votes Abstaining

 

 

 

 

 

 

 

37,495,431

 

1,969,414

 

10,006

 

 

Broker Non-votes:  8,501,378 shares

 

8.     The following table sets forth the tally of the votes cast on the proposal to ratify the selection of PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the Company’s financial statements for the year ending December 31, 2011.

 

Votes For

 

Votes Against

 

Votes Abstaining

 

 

 

 

 

 

 

47,689,048

 

230,612

 

56,569

 

 

Broker Non-votes:  0 shares

 

9.     The following table sets forth the tally of the votes cast on the proposal to approve, by non-binding vote, the compensation of the Company’s named executive officers

 

Votes For

 

Votes Against

 

Votes Abstaining

 

 

 

 

 

 

 

39,089,329

 

373,166

 

12,356

 

 

Broker Non-votes:  8,501,378 shares

 

2



 

10.   The following table sets forth the tally of the votes cast on the proposal to recommend, by non-binding vote, the frequency of votes approving the Company’s executive compensation.

 

1 Year

 

2 Years

 

3 Years

 

Abstain

 

 

 

 

 

 

 

 

 

34,680,924

 

244,706

 

4,534,679

 

14,542

 

 

Broker Non-votes:  8,501,378 shares

 

3