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 10, 2013
DARA BioSciences, Inc.
(Exact name of registrant as specified in charter)
|
Delaware
|
0-19410
|
04-3216862
|
||
|
(State or other jurisdiction
of incorporation)
|
(Commission
file number)
|
(IRS Employer
Identification Number)
|
| 8601 Six Forks Road, Suite 160, Raleigh, North Carolina | 27615 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 919-872-5578
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 5.07
|
Submission of Matters to a Vote of Security Holders.
|
On May 10, 2013, the Company held its 2013 Annual Meeting of Stockholders. The certified results of the matters voted upon at the meeting, which are more fully described in the Company’s proxy statement for the annual meeting are as follows:
The Company’s stockholders elected the six nominees for election to the Company’s Board of Directors, with the votes cast as follows:
|
Director Name
|
For
|
Withheld
|
||||||
|
David J. Drutz, M.D.
|
3,274,643 | 234,968 | ||||||
|
Christopher G. Clement
|
3,278,895 | 230,716 | ||||||
|
Haywood D. Cochrane, Jr.
|
3,283,779 | 225,832 | ||||||
|
Timothy J. Heady
|
3,278,407 | 231,204 | ||||||
|
Stephen O. Jaeger
|
3,277,106 | 232,505 | ||||||
|
Gail F. Lieberman
|
3,257,360 | 252,251 | ||||||
|
Paul J. Richardson
|
3,277,107 | 232,504 | ||||||
The Company’s stockholders approved on an advisory basis the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K in the Company’s proxy statement for the 2013 Annual Meeting of Stockholders, with votes cast as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
2,557,688
|
389,940
|
561,983
|
12,127,149
|
The Company’s stockholders approved an every year frequency with respect to the advisory vote on the compensation paid to the Company’s named executive officers, with votes cast as follows:
|
1 Year
|
2 Years
|
3 Years
|
Abstain
|
Broker Non-Votes
|
||||
|
2,363,229
|
434,278
|
0
|
396,163
|
12,127,149
|
The Company’s stockholders approved the potential issuance of more than 20% of the Company’s common stock outstanding at a discount to the greater of book or market value pursuant to the anti-dilution provisions of the Series B-4 Convertible Preferred Stock, with votes cast as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
2,523,703
|
810,830
|
175,078
|
12,127,149
|
The Company’s stockholders ratified the appointment of Horne, LLP as the Company’s independent registered public accounting firm for 2013, with votes cast as follows:
|
For
|
Against
|
Abstain
|
Broker Non-Votes
|
|||
|
15,094,187
|
73,173
|
469,400
|
0
|
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.
|
DARA BioSciences, Inc.
|
|||
|
Dated: May 14, 2013
|
By:
|
/s/ David J. Drutz | |
| Name: David J. Drutz | |||
| Title: Chief Executive Officer | |||
3