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 25, 2012

 

 

Aradigm Corporation

(Exact name of registrant as specified in its charter)

 

 

 

California   000-28402   94-3133088

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

3929 Point Eden Way, Hayward, California   94545
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (510) 265-9000

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):

 

¨ 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 25, 2012, Aradigm Corporation (the “Company”) convened its Annual Meeting of Shareholders (the “Meeting”). Four proposals were presented and voted on and the results for the four proposals were reported at the Meeting. Set forth below are the results reported at the Meeting for proposals 1, 2, 3 and 4.

Proposal 1 – Re-election of Frank H. Barker, Igor Gonda, Tamar D. Howson, John M. Siebert and Virgil D. Thompson as directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified.

All of the following five nominees for directors were re-elected to hold offices until the next annual meeting of shareholders and until their successors are elected:

 

Nominee    For      Against      Abstain      Non-votes  

Frank H. Barker

     103,511,604         917,853         16,652         36,145,833   

Igor Gonda

     103,368,761         1,049,368         27,980         36,145,833   

Tamar D. Howson

     103,503,964         925,243         16,902         36,145,833   

John M. Siebert

     103,327,167         1,102,290         16,652         36,145,833   

Virgil D. Thompson

     102,004,502         2,425,627         15,980         36,145,833   

Proposal 2 – Approval of an amendment to Aradigm’s 2005 Equity Incentive Plan to increase the aggregate number of shares of Common Stock authorized for issuance under such plan by 4,000,000 shares.

 

For:

     102,003,799   

Against:

     2,364,630   

Abstain:

     77,680   

Non-votes:

     36,145,833   

Proposal 2 received “For” votes from the holders of at least a majority of the outstanding shares of common stock present either in person or by proxy and entitled to vote at the Meeting. Proposal 2 therefore passed.

 

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Proposal 3 – Approval of an amendment to Aradigm’s Amended and Restated Articles of Incorporation to increase the authorized number of shares of Common Stock by 84,000,000.

 

For:

     135,656,112   

Against:

     4,822,773   

Abstain:

     113,057   

Non-votes:

     0   

Proposal 3 received “For” votes from the holders of at least a majority of the outstanding shares of common stock entitled to vote at the Meeting. Proposal 3 therefore passed.

Proposal 4 – Ratification of the selection of OUM & Co. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

 

For:

     139,815,312   

Against:

     592,006   

Abstain:

     184,624   

Non-votes:

     0   

Proposal 4 received “For” votes from the holders of at least a majority of the outstanding shares of common stock present either in person or by proxy and entitled to vote at the Meeting. Proposal 4 therefore passed.

 

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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.

 

  ARADIGM CORPORATION
Dated: May 29, 2012   By:  

/s/ Nancy Pecota

    Name: Nancy Pecota
    Title: Vice President, Finance and Chief Financial Officer

 

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