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EX-99.1 - EX-99.1 - OPTIMER PHARMACEUTICALS INCa13-11870_1ex99d1.htm

 

 

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)

May 8, 2013

 


 

OPTIMER PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33291

 

33-0830300

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification No.)

 

101 Hudson Street, Suite 3501, Jersey City, NJ 07302

(Address of principal executive offices, including zip code)

 

(201) 333-8819

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

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 2.02.     Results of Operations and Financial Condition.

 

On May 9, 2013, Optimer Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its unaudited financial results for the quarter ended March 31, 2013.  A copy of this press release is attached hereto as Exhibit 99.1.

 

This information included in this Item 2.02 and the exhibit hereto are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

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

 

Set forth below are the results of the matters submitted for a vote of stockholders at the Company’s 2013 Annual Meeting of Stockholders held on May 8, 2013.

 

Proposal 1 — Election of Directors

 

The following directors were elected to serve for three-year terms until the 2016 Annual Meeting of Stockholders and until their respective successors are elected and qualified.

 

Director Elected

 

Number of Shares
Voted For

 

Number of Shares Voted
Against or Withheld

 

Broker Non-Vote

Mark Auerbach

 

19,262,253

 

13,698,181

 

8,257,346

Joseph Y. Chang, Ph.D.

 

19,091,714

 

13,868,720

 

8,257,346

Stephen L. Newman, M.D.

 

19,394,551

 

13,565,883

 

8,257,346

 

Proposal 2 — Ratification of the appointment of Ernst and Young, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

40,747,036

 

314,193

 

156,551

 

0

 

 

Proposal 3 — Approval, on and advisory basis, of the compensation of our named executive officers.

 

For

 

Against

 

Abstain

 

Broker Non-Vote

 

23,286,590

 

9,531,904

 

141,940

 

8,257,346

 

 

Item 9.01.     Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit No.

 

Description

 

 

 

99.1

 

Press Release dated May 9, 2013.

 

2



 

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.

 

 

 

OPTIMER PHARMACEUTICALS, INC.

 

 

 

By:

/s/ Stephen W. Webster

Date: May 9, 2013

 

Stephen W. Webster

 

 

Chief Financial Officer
(Duly Authorized Officer and Principal Financial and Accounting Officer)

 

3



 

EXHIBIT INDEX

 

Exhibit No.

 

Description

99.1

 

Press Release dated May 9, 2013.

 

4