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): April 18, 2014

 

 

Aradigm Corporation

(Exact name of registrant as specified in its charter)

 

 

 

California   000-28402   94-3133088

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

3929 Point Eden Way, Hayward, California   94545
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (510) 265-9000

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 5.07 Submission of Matters to a Vote of Security Holders.

On April 18, 2014, Aradigm Corporation (the “Company”) convened its Annual Meeting of Shareholders (the “Meeting”). Five proposals were presented and voted on and the results for the five proposals were reported at the Meeting. Set forth below are the results reported at the Meeting for proposals 1, 2, 3, 4 and 5.

Proposal 1 – Election of David Bell, Igor Gonda, Frederick Hudson, Lafmin Morgan, John M. Siebert and Virgil D. Thompson as directors to serve until the next annual meeting of shareholders and until their successors are duly elected and qualified.

All of the following six nominees for directors were elected to hold offices until the next annual meeting of shareholders and until their successors are elected:

 

Nominee    For      Withheld      Non-votes  

David Bell

     424,084,136         991,651         73,869,551   

Igor Gonda

     424,022,139         1,053,648         73,869,551   

Frederick Hudson

     424,604,246         471,541         73,869,551   

Lafmin Morgan

     424,083,736         992,051         73,869,551   

John M. Siebert

     424,582,243         493,544         73,869,551   

Virgil D. Thompson

     424,596,466         479,321         73,869,551   

The six nominees received the highest number of “For” votes from the holders of votes of shares present in person or represented by proxy and entitled to vote at the Meeting on the election of directors. Withheld votes and broker non-votes have no effect on the outcome of the election of directors.

Proposal 2 – Approval of an amendment to Aradigm’s Amended and Restated Articles of Incorporation to effect a reverse stock split of Aradigm’s issued and outstanding common stock.

 

For:

     488,708,163   

Against:

     9,896,949   

Abstain:

     340,226   

Non-votes:

     0   

Proposal 2 received “For” votes from the holders of a majority of the outstanding shares of common stock. Proposal 2 therefore passed.

 

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Proposal 3 – Ratification of the selection of OUM & Co. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014.

 

For:

     492,302,338   

Against:

     6,254,764   

Abstain:

     388,236   

Non-votes:

     0   

Proposal 3 received “For” votes from the holders of at least a majority of the outstanding shares of common stock present either in person or by proxy and entitled to vote at the Meeting. Proposal 3 therefore passed.

Proposal 4 – Non-binding advisory vote approving the executive compensation of the Company’s named executive officers.

 

For:

     422,789,805   

Against:

     1,540,070   

Abstain:

     745,912   

Non-votes:

     73,869,551   

Proposal 4 received “For” votes from the holders of at least a majority of the outstanding shares of common stock present either in person or by proxy and entitled to vote at the Meeting. Proposal 4 therefore passed.

Proposal 5 – Non-binding advisory vote on the frequency of future advisory votes on the executive compensation of the Company’s named executive officers

 

One Year:

     81,259,997   

Two Years:

     512,159   

Three Years:

     342,994,460   

Abstain:

     309,171   

Non-votes:

     73,869,551   

Proposal 5 received the greatest number of votes for a frequency of “Three Years”.

 

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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.

 

    ARADIGM CORPORATION
Dated: April 22, 2014     By:  

/s/ Nancy Pecota

    Name:   Nancy Pecota
    Title:  

Vice President, Finance and Chief

Financial Officer and Corporate

Secretary

 

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