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): June 13, 2013

 


 

Senomyx, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-50791

 

33-0843840

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

4767 Nexus Centre Drive
San Diego, California

 

 

92121

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (858) 646-8300

 

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):

 

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 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 13, 2013, at our 2013 Annual Meeting of Stockholders, or our Annual Meeting, our stockholders approved our 2013 Equity Incentive Plan, or 2013 EIP, under which the maximum number of shares of common stock reserved for issuance pursuant to stock awards will consist of the number of unallocated shares remaining available for the grant of new awards under our Amended and Restated 2004 Equity Incentive Plan as of January 1, 2014, the effective date of the 2013 EIP, plus any shares underlying outstanding stock awards that return to the share reserve, as further described in the 2013 EIP. The 2013 EIP had been previously approved, subject to stockholder approval, by our Board of Directors.

 

Also on June 13, 2013, at our Annual Meeting, our stockholders approved an amendment to our 2004 Employee Stock Purchase Plan, or 2004 ESPP, which increases the shares of our common stock authorized and available for future issuance under our 2004 ESPP by 3,000,000 shares, as further described in the 2004 ESPP, as amended. The amendment to the 2004 ESPP had been previously approved, subject to stockholder approval, by our Board of Directors.  The amendment to the 2004 ESPP became effective immediately upon stockholder approval at the Annual Meeting.

 

A summary of the material terms of the 2013 EIP and the amendment to our 2004 ESPP are each set forth in our definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 24, 2013. Those summaries and the foregoing description are respectively qualified in their entirety by reference to the text of the 2013 EIP, which is filed as Appendix A to our definitive proxy and incorporated herein by reference, and the text of the amendment to the 2004 ESPP, which is filed as Appendix B to our definitive proxy, which are each incorporated herein by reference.

 

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

 

Our Annual Meeting was held on June 13, 2013.  We had 40,628,328 shares of common stock outstanding and entitled to vote as of April 16, 2013, the record date for the Annual Meeting.  At the Annual Meeting, 33,300,028 shares of common stock were present in person or represented by proxy for the five proposals specified below.

 

At the Annual Meeting, stockholders:

 

(1)         elected for the ensuing year all seven of the director nominees;

 

(2)         approved the adoption of our 2013 EIP;

 

(3)         approved the adoption of an amendment to our 2004 ESPP;

 

(4)         did not approve a stock option exchange program; and

 

(5)         ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

 

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The following sets forth detailed information regarding the final results of the voting for the Annual Meeting:

 

Proposal 1: Election of Directors

 

Name

 

Votes For

 

Votes
Withheld

 

Broker
Non-Votes

 

 

 

Roger D. Billingsley, Ph.D.

 

21,520,436

 

1,816,720

 

9,962,872

 

 

 

Stephen A. Block, Esq.

 

22,575,481

 

761,675

 

9,962,872

 

 

 

Mary Ann Gray, Ph.D.

 

21,526,493

 

1,810,663

 

9,962,872

 

 

 

Michael E. Herman

 

21,226,131

 

2,111,025

 

9,962,872

 

 

 

Jay M. Short, PhD.

 

21,473,886

 

1,863,270

 

9,962,872

 

 

 

Kent Snyder

 

20,575,229

 

2,761,927

 

9,962,872

 

 

 

Christopher Twomey

 

22,655,555

 

681,601

 

9,962,872

 

 

 

 

Proposal 2: To approve and adopt the 2013 Equity Incentive Plan.

 

 

 

For

 

Against

 

Abstain

 

Broker
Non Votes

 

Votes:

 

12,933,484

 

10,377,251

 

26,421

 

9,962,872

 

 

Proposal 3: To approve an amendment to the 2004 Employee Stock Purchase Plan.

 

 

 

For

 

Against

 

Abstain

 

Broker
Non Votes

 

Votes:

 

21,313,232

 

1,987,834

 

36,090

 

9,962,872

 

 

Proposal 4: To approve a stock option exchange program.

 

 

 

For

 

Against

 

Abstain

 

Broker
Non Votes

 

Votes:

 

10,791,792

 

12,475,182

 

70,182

 

9,962,872

 

 

Proposal 5: To ratify the appointment by the Board of Directors of Ernst & Young LLP as the auditors for the fiscal year ending December 31, 2013.

 

 

 

For

 

Against

 

Abstain

 

Broker
Non Votes

 

Votes:

 

32,655,865

 

627,759

 

16,404

 

 

 

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SIGNATURE

 

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.

 

 

SENOMYX, INC.

 

 

 

 

By:

/S/ DAVID B. BERGER

 

 

David B. Berger
Senior Vice President, General Counsel
and Corporate Secretary

 

 

 

Date: June 14, 2013

 

 

 

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