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EX-3.1 - EX-3.1 - MADRIGAL PHARMACEUTICALS, INC.a13-15021_1ex3d1.htm

 

 

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

 


 

SYNTA PHARMACEUTICALS CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-33277

 

04-3508648

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

45 Hartwell Avenue

Lexington, MA  02421

(Address of principal executive offices and zip code)

 

Registrant’s telephone number, including area code: (781) 274-8200

 


 

 

(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:

 

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 5.03                   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On June 13, 2013, Synta Pharmaceuticals Corp. (the “Company”) filed a certificate of amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the Company’s authorized shares of common stock from 100,000,000 to 200,000,000.  The certificate of amendment became effective upon filing.  A copy of the certificate of amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

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

 

At the Company’s annual meeting of stockholders on June 13, 2013 (the “Annual Meeting”), at which a quorum was present, the stockholders of the Company voted on and approved the following matters, which are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2013 (the “Proxy Statement”): (1) to elect Safi R. Bahcall, Ph.D. and Bruce Kovner as Class III directors to each serve for a three-year term expiring at the Company’s annual meeting of stockholders in 2016, and until their successors have been elected and qualified, or until their earlier death, resignation, retirement or removal (“Proposal 1”); (2) to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock from 100,000,000 to 200,000,000 (“Proposal 2”); (3) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 (“Proposal 3”); (4) to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement (“Proposal 4”); and (5) to approve, on an advisory basis, to hold an advisory vote on the compensation of the Company’s named executive officers every year (“Proposal 5”).

 

The tabulation of votes with respect to the proposals was as follows:

 

Proposal 1 – Election of Directors:

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

Safi R. Bahcall, Ph.D.

 

46,088,942

 

73,398

 

15,559,550

 

Bruce Kovner

 

45,926,472

 

235,868

 

15,559,550

 

 

Proposal 2 – Amendment of the Company’s Restated Certificate of Incorporation:

 

For

 

Against

 

Abstain

 

59,380,579

 

2,296,189

 

45,122

 

 

Proposal 3 – Ratification of Independent Registered Public Accounting Firm:

 

For

 

Against

 

Abstain

 

61,621,364

 

15,314

 

85,212

 

 

Proposal 4 – Advisory Vote on Approval of Executive Compensation:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

45,915,795

 

203,448

 

43,097

 

15,559,550

 

 

2



 

Proposal 5 – Advisory Vote on Approval of the Frequency of Holding an Advisory Vote on the Compensation of Named Executive Officers:

 

Every Year

 

Every 2 Years

 

Every 3 Years

 

Abstain

 

Broker Non-Votes

 

42,248,975

 

879,835

 

3,019,116

 

14,414

 

15,559,550

 

 

Consistent with the recommendation of the board of directors in the Proxy Statement and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the earlier of (i) the next required vote on the frequency of such advisory vote, which is currently expected to be held at our 2019 annual meeting of stockholders; or (ii) such date that the board of directors decides to hold the next stockholder advisory vote on the frequency of such advisory votes.

 

Item 9.01                   Financial Statements and Exhibits.

 

(d)           Exhibits.

 

Exhibit
Number

 

Description

 

 

 

3.1

 

Certificate of Amendment to the Restated Certificate of Incorporation of Synta Pharmaceuticals Corp.

 

3



 

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.

 

 

 

SYNTA PHARMACEUTICALS CORP.

 

 

 

 

Dated:  June 17, 2013

/s/ Keith S. Ehrlich

 

Keith S. Ehrlich

 

Vice President, Finance and Administration

 

Chief Financial Officer

 

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