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 14, 2013

 

 

XENOPORT, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction

of incorporation)

 

000-51329   94-3330837

(Commission

File No.)

 

(IRS Employer

Identification No.)

3410 Central Expressway

Santa Clara, California 95051

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 616-7200

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 (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))

 

 

 


Section 5 – Corporate Governance and Management

 

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

XenoPort, Inc. (the “Company”) held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”) on May 14, 2013. The following is a brief description of each matter voted upon at the Annual Meeting and the number of votes cast with respect to each matter:

1. To elect the following three Class 2 directors to hold office until the 2016 annual meeting of stockholders and until his successor is duly elected and has qualified, or until his earlier death, resignation or removal:

 

Director Name    Shares Voted For    Voting Authority Withheld    Broker Non-Votes

Paul L. Berns

   38,529,042    790,423    4,981,175

John G. Freund, M.D.

   38,622,470    696,995    4,981,175

William J. Rieflin

   38,638,856    680,609    4,981,175

The Company’s Class 3 directors, Ronald W. Barrett, Ph.D., Jeryl L. Hilleman and Wendell Wierenga, Ph.D., will each continue to serve on the Board of Directors of the Company (the “Board”) until the 2014 annual meeting of stockholders and until his or her successor is elected and has qualified, or until his or her earlier death, resignation or removal. The Company’s Class 1 directors, Dennis M. Fenton, Ph.D., Catherine J. Friedman and Ernest Mario, Ph.D., will each continue to serve on the Board until the 2015 annual meeting of stockholders and until his or her successor is elected and has qualified, or until his or her earlier death, resignation or removal.

2. To ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

44,134,106

   162,509    4,025    0

3. To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of Stockholders:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

38,560,792

   672,326    86,347    4,981,175


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.

 

   

XENOPORT, INC.

(Registrant)

Dated: May 15, 2013     By:  

/s/ William G. Harris

      William G. Harris
      Senior Vice President of Finance and
      Chief Financial Officer