UNITED STATES
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
Date of Report (Date of earliest event reported): June 13, 2012
PUMA BIOTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 00-52811 | 77-0683487 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
10880 Wilshire Boulevard, Suite 2150,
Los Angeles, California 90024
(424) 248-6500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
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.
(a) The 2012 Annual Meeting of Stockholders (the “2012 Annual Meeting”) of Puma Biotechnology, Inc. (the “Company”) was held at 1:00 p.m. Pacific Daylight Time on June 13, 2012, at the Luxe Sunset Boulevard Hotel in Los Angeles, California.
(b) At the 2012 Annual Meeting, the stockholders of the Company:
| Proposal 1: | Elected the three nominated directors identified below, each to serve and to hold office for a one-year term until the close of the Company’s next annual meeting of stockholders in 2013, or until a successor has been duly elected and qualified. |
| Nominee |
For | Withheld | Abstain | Broker Non-Votes |
||||||||||||
| Alan H. Auerbach |
10,905,657 | 2,333,333 | 0 | 0 | ||||||||||||
| Thomas R. Malley |
11,572,323 | 1,666,667 | 0 | 0 | ||||||||||||
| Jay M. Moyes |
13,238,990 | 0 | 0 | 0 | ||||||||||||
| Proposal 2: | Approved, on an advisory basis, the compensation of the Company’s named executive officers. |
| For |
Against |
Abstain |
Broker | |||
| 10,900,657 |
2,338,333 | 0 | 0 |
| Proposal 3: |
Approved, on an advisory basis, a period of three years as the frequency of future advisory votes on the compensation of the Company’s named executive officers. |
| Three Years |
Two Years |
One Year |
Abstain |
Broker | ||||
| 7,826,838 |
13,470 | 5,398,682 | 0 | 0 |
| Proposal 4: |
Ratified the selection of PKF Certified Accountants, a Professional Corporation, as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2012. |
| For |
Against |
Abstain |
Broker | |||
| 13,233,990 |
0 | 5,000 | 0 |
(c) Not applicable.
(d) Following the 2012 Annual Meeting, based on the stockholders’ approval of three years as the frequency of future advisory votes on the compensation of the Company’s named executive officers, the Company’s board of directors determined to hold future advisory votes on the compensation of the Company’s named executive officers every three years.
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.
| Puma Biotechnology, Inc. | ||||||
| (Registrant) | ||||||
| Date: June 18, 2012 | ||||||
| By: | /s/ Alan H. Auerbach | |||||
| Alan H. Auerbach | ||||||
| Chairman, President and Chief Executive Officer | ||||||