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 9, 2013
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PHARMACYCLICS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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000-26658
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94-3148201
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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995 E. Arques Avenue, Sunnyvale, California
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94085-4521
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (408) 774-0330
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(Former name or former address, if changed since last report.)
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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):
o 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))
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On May 9, 2013 at the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Pharmacyclics, Inc. (the “Company”), the Company’s stockholders voted to approve an increase of 300,000 shares of common stock issuable under the Company’s Employee Stock Purchase Plan.
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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At the Annual Meeting the following four matters were put forth to the stockholders to be voted on: (1) the election of seven (7) directors to serve until the 2014 annual meeting and until their successors are duly elected and qualified; (2) an amendment of the Company’s Employee Stock Purchase Plan to increase the maximum number of shares available for issuance under the Employee Stock Purchase Plan by an additional 300,000 shares; (3) a proposal to consider and approve an advisory resolution regarding the compensation of the Company’s named executive officers; and (4) the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. All directors were elected, proposals two and three were approved and proposal four was ratified.
The total number of shares of Common Stock voted in person or by proxy at the 2013 Annual Meeting was 68,451,154, representing approximately 94.05% of the 72,778,875 shares outstanding and entitled to vote at the 2013 Annual Meeting. Each of the matters submitted to a vote of the Company’s stockholders at the 2013 Annual Meeting was approved by the requisite vote of the Company’s stockholders. Set forth below is the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, including a separate tabulation with respect to each nominee for director, as applicable.
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Nominee
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For
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Withheld
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Broker
Non-votes
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Robert F. Booth, Ph.D.
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59,167,684
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1,095,365
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8,188,105
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Kenneth A. Clark
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58,951,753
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1,311,296
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8,188,105
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Robert W. Duggan
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59,712,135
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550,914
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8,188,105
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Eric H. Halvorson
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60,019,232
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243,817
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8,188,105
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Minesh P. Mehta, M.D.
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60,179,814
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83,235
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8,188,105
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David D. Smith, Ph.D.
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60,156,434
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106,615
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8,188,105
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Richard A. van den Broek
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57,846,869
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2,416,180
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8,188,105
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Proposal
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For
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Against
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Abstain
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Broker Non-Votes
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Amendment of the Employee Stock Purchase Plan to increase the maximum number of shares available for issuance under the Employee Stock Purchase Plan by an additional 300,000 shares
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59,976,843
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259,517
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26,689
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8,188,105
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Approval of an advisory resolution regarding the compensation of the Company’s named executive officers
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60,056,091
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161,955
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45,003
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8,188,105
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Ratification of the appointment of PricewaterhouseCoopers LLP
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68,143,002
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265,520
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42,632
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
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May 14, 2013
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PHARMACYCLICS, INC.
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By:
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/s/ Robert W. Duggan | ||
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Name:
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Robert W. Duggan | ||
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Title:
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Chief Executive Officer | ||