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 21, 2012


Tengion, Inc.
(Exact name of registrant as specified in its charter)

001-34688
(Commission File Number)

Delaware
20-0214813
(State or other jurisdiction of
(I.R.S. Employer Identification No.)
 incorporation)
 

 
3929 Westpoint Blvd., Suite G
Winston-Salem, PA 27103
(Address of principal executive offices, with zip code)

(336) 722-5855
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)


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 Submision of Matters to a Vote of Security Holders
 
On May 21, 2012, Tengion, Inc. (the “Company”) held its 2012 Annual Meeting of Stockholders.  The proposals submitted to a vote of the stockholders and the results of the voting on each proposal, are noted below.
 
Proposal No. 1:  Election of Scott D. Flora and David I. Scheer to serve as Class II Directors for a three year term expiring at the 2015 Annual Meeting.
 
Nominee
For
Withheld
Broker Non-Vote
 
Scott D. Flora
13,819,280
464,972
7,591,236
David I. Scheer
13,790,545
493,707
7,591,236
       
 
Each of the nominees named above was elected by the stockholders to serve as a director until the 2015 Annual Meeting of Stockholders.
 
Proposal No. 2:  Approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock at any whole number ratio not less than one-for-six and not greater than one-for-ten, with the exact ratio to be set within such range in the discretion of the Company’s Board of Directors, such amendment to be effected in the sole discretion of the Board of Directors without further approval or authorization of the Company’s stockholders.
 
For
Against
Abstain
Broker Non-Vote
 
19,945,829
1,683,184
213,274
33,201
 
Stockholders approved the amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation to effect a reverse stock split of our issued and outstanding shares of common stock at any whole number ratio not less than one-for-six and not greater than one-for-ten, with the exact ratio to be set within such range in the discretion of the Company’s Board of Directors.
 
Proposal No. 3: Ratification of the selection by the Audit Committee of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.
 
For
Against
Abstain
Broker Non-Vote
 
21,437,040
66,472
371,975
0
 
 
Stockholders approved of the selection by the Audit Committee of Ernst & Young, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2012.
 
 
 
 
 
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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.


 
TENGION, INC.
     
     
     
Date:  May 22, 2012
By:
      /s/ A. Brian Davis
   
Chief Financial Officer and Vice President, Finance


 
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