UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2011
DUSA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| New Jersey (State or other jurisdiction of incorporation) |
001-31533 (Commission File Number) |
22-3103129 (IRS Employer Identification Number) |
25 Upton Drive
Wilmington, Massachusetts 01887
(Address of principal executive offices, including ZIP code)
Wilmington, Massachusetts 01887
(Address of principal executive offices, including ZIP code)
(978) 657-7500
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
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 Securities 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
(a) The Registrant held its Annual Meeting of Shareholders on June 8, 2011.
(b) Proxies for the Annual Meeting of Shareholders were solicited pursuant to Regulation 14A
of the Exchange Act; there was no solicitation in opposition to management’s nominees for directors
as listed in the Proxy Statement and all such nominees were elected. The final results of the
voting for eight directors for a term until the 2012 Annual Meeting of Shareholders are set forth
below:
Proposal No. 1 — Election of Directors
| Votes For | Withheld | Broker non-votes | ||||
Alfred Altomari |
13,661,216 | 216,692 | 0 | |||
David M. Bartash |
13,359,796 | 518,112 | 0 | |||
Alexander W. Casdin |
9,863,921 | 4,013,987 | 0 | |||
Robert F. Doman |
13,658,064 | 219,844 | 0 | |||
Jay M. Haft, Esq. |
13,359,452 | 518,456 | 0 | |||
Paul J. Hondros |
13,658,068 | 219,840 | 0 | |||
Magnus Moliteus |
13,382,598 | 495,310 | 0 | |||
David M. Wurzer, CPA |
13,659,590 | 218,318 | 0 |
Described below are the other matters voted upon at the Annual Meeting of Shareholders and the
final number of affirmative votes, negative votes, abstentions, broker non-votes and preference
related to non-binding advisory votes.
Proposal No. 2 — Approval of amendments to the 2006 Equity Compensation Plan and to ratify
the 2011 Amended and Restated Equity Compensation Plan — Approved and ratified
Approval of the Company’s 2011 Amended and Restated Equity Compensation Plan, which is an
amendment and restatement of the Company’s 2006 Equity Compensation Plan, as amended.
| Votes For | Votes Against | Abstentions | Broker non-votes | |||||||||
12,642,263
|
1,209,958 | 25,688 | 6,511,612 | |||||||||
Proposal No. 3 — Ratification of the Selection of Independent Registered Public Accounting Firm —
Ratified
Ratification of the appointment of Deloitte & Touche LLP as the independent registered public
accounting firm of the Registrant for the fiscal year ending December 31, 2011.
| Votes For | Votes Against | Abstentions | Broker non-votes | |||||||||
20,264,634
|
78,630 | 46,257 | 0 | |||||||||
Proposal No. 4 — To conduct a “Say-on-Pay” advisory vote on the approval of executive
compensation — Approved
The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named
executive officers.
| Votes For | Votes Against | Abstentions | Broker non-votes | |||||||||
13,751,073
|
89,436 | 37,399 | 6,511,613 | |||||||||
Proposal No. 5 — To conduct a “Say-When-on-Pay” advisory vote on the approval of the
frequency of shareholder votes on executive compensation — Every Year
The shareholders indicated their preference, on a non-binding advisory basis, to conduct future
advisory votes on executive compensation annually.
| Every 1 Year | Every 2 Years | Every 3 Years | Abstentions | Broker non-votes | ||||||||||||
13,559,075
|
94,444 | 204,313 | 20,077 | 6,511,612 | ||||||||||||
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.
| DUSA PHARMACEUTICALS, INC. |
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| Dated: June 10, 2011 | By: | /s/ Robert F. Doman | ||
| Robert F. Doman, President and Chief Executive Officer |
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