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EX-10.1 - EX-10.1 - EMISPHERE TECHNOLOGIES INC | d547446dex101.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 30, 2013
EMISPHERE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE | 000-17758 | 13-3306985 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
4 Becker Farm Road Suite 103, Roseland, New Jersey |
07068 | |||
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: 973-532-8000
Not Applicable
(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)) |
Item 1.01 | Entry into a Material Definitive Agreement. |
On May 30, 2013, at the annual meeting of stockholders (the Annual Meeting) of Emisphere Technologies, Inc. (the Company), the stockholders approved an amendment (the First Amendment) to the Companys 2007 Stock Award and Incentive Plan (the 2007 Stock Plan), to increase by 5,000,000 the number of shares of the Companys common stock available for issuance under the 2007 Stock Plan. A description of the 2007 Stock Plan was included in the Companys definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 19, 2013 (the Proxy Statement). The First Amendment is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
As noted in Item 1.01 of this Current Report, the Company held its Annual Meeting on May 30, 2013. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting are set forth below. A more detailed description of each proposal is set forth in the Proxy Statement.
Proposal No. 1 Election of Directors. The stockholders elected all three of the Boards nominees for director, to serve a term expiring at the third succeeding annual meeting after their election or until their respective successors are duly elected and qualified, by the votes set forth in the table below:
Name |
For | Withheld | ||||||
Timothy McInerney |
32,621,704 | 231,325 | ||||||
Jacob M. Plotsker |
32,630,040 | 222,989 | ||||||
Alan L. Rubino |
32,630,255 | 222,774 |
Proposal No. 2 Advisory Approval of Executive Compensation. The stockholders approved, on an advisory basis, the compensation of the Companys named executive officers as disclosed in accordance with the rules of the Securities and Exchange Commission, by the votes set forth in the table below:
For |
Against/Withheld |
Abstained | ||
32,362,130 |
362,669 | 128,230 |
Proposal No. 3 Amendment to Companys Amended and Restated Certificate of Incorporation. As noted above in Item 1.01 of this Current Report, the stockholders approved an amendment to the 2007 Stock Plan to increase the number of new shares available for issuance under the 2007 Stock Plan from 2,500,000 to 7,500,000 shares, by the votes set forth in the table below:
For |
Against/Withheld |
Abstained | ||
30,164,268 |
2,567,379 | 121,382 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following exhibits are filed herewith:
Exhibit |
Description | |
10.1 | First Amendment to Emisphere Technologies, Inc. 2007 Stock Award and Incentive Plan |
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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.
Emisphere Technologies, Inc. | ||||||
May 31, 2013 |
By: | /s/ Michael R. Garone | ||||
Name: | Michael R. Garone | |||||
Title: | Chief Financial Officer |
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Exhibit Index
Exhibit |
Description | |||
10.1 | First Amendment to Emisphere Technologies, Inc. 2007 Stock Award and Incentive Plan |
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