Attached files

file filename
EX-10.1 - SCICLONE PHARMACEUTICALS, INC. 2005 EQUITY INCENTIVE PLAN, AS AMENDED - SCICLONE PHARMACEUTICALS INCd366028dex101.htm

 

 

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: June 7, 2012

(Date of earliest event reported)

 

 

SciClone Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

(State or other jurisdiction

of incorporation)

 

0-19825

(Commission

File Number)

 

94-3116852

(IRS Employer

Identification Number)

950 Tower Lane, Suite 900,

Foster City, CA

(Address of principal executive offices)

 

94404

(Zip Code)

(650) 358-3456

(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:

 

¨ 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the 2012 Annual Meeting of Stockholders held on June 7, 2012 (the “Annual Meeting”), the stockholders of SciClone Pharmaceuticals, Inc. (“SciClone”) approved the adoption of an amendment to SciClone’s 2005 Equity Incentive Plan, as amended (the “2005 Plan”), under which SciClone may issue equity-based awards to officers, employees, directors and any other individuals providing services to or for SciClone, to increase the maximum number of shares available under the 2005 Plan from 10,600,000 to 13,600,000. The 2005 Plan is attached as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the matters on which the stockholders voted, in person or by proxy were:

 

(i) to elect seven nominees as directors to serve until the next Annual Meeting and until their successors have been elected and qualified;

 

(ii) to approve, on an advisory (non-binding) basis, the compensation of the SciClone’s named executive officers as disclosed in the Company’s Proxy Statement;

 

(iii) to approve the amendment to the 2005 Plan, as amended, to increase the maximum number of shares available under the 2005 Plan from 10,600,000 to 13,600,000; and

 

(iv) to ratify the selection of Ernst & Young LLP as SciClone’s independent registered public accounting firm for the fiscal year ending December 31, 2012.

The seven nominees were elected, the amendment to the 2005 Plan, as amended, was approved, the compensation of named executive officers was approved and the appointment of the independent registered public accounting firm was ratified. The results of the voting were as follows:

Election of Directors:

 

Director

   Votes For      Votes
Withheld
     Broker
Non-Votes
 

Jon S. Saxe

     28,234,258         2,710,503         12,539,830   

Friedhelm Blobel, Ph.D.

     29,374,010         1,570,751         12,539,830   

Peter Barrett

     29,695,693         1,249,068         12,539,830   

Richard J. Hawkins

     28,524,479         2,420,282         12,539,830   

Gregg A. Lapointe

     25,826,139         5,118,622         12,539,830   

Ira D. Lawrence, M.D.

     28,023,253         2,921,508         12,539,830   

Mark Lotter

     29,349,420         1,595,341         12,539,830   


Approval of the Executive Compensation:

 

Votes For

   Votes Against      Abstentions      Broker Non-Votes  

27,187,610

     2,843,562         913,589         12,539,830   

Approval of 2005 Plan, as amended:

 

Votes For

   Votes Against      Abstentions      Broker Non-Votes  

26,433,895

     3,665,722         845,144         12,539,830   

Ratification of Appointment of Independent Registered Public Accounting Firm:

 

Votes For

   Votes Against      Abstentions  

41,848,935

     831,683         803,973   

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.

  

Description

10.1    SciClone Pharmaceuticals, Inc. 2005 Equity Incentive Plan, as amended.


SIGNATURE

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.

 

Dated: June 13, 2012     SCICLONE PHARMACEUTICALS, INC.
    By:  

/s/ Gary S. Titus

    Title:   Chief Financial Officer and Senior Vice President, Finance