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):  June 3, 2014

 

CUBIST PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

0-21379

 

22-3192085

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

65 Hayden Avenue, Lexington, Massachusetts  02421

(Address of Principal Executive Offices)        (Zip Code)

 

Registrant’s telephone number, including area code:  (781) 860-8660

 

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(b) under the Exchange Act (17 CFR 240.14a-12(b))

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

Cubist Pharmaceuticals, Inc. (“Cubist”) held its Annual Meeting of Stockholders on June 3, 2014 (the “Annual Meeting”).  At the Annual Meeting, Cubist’s stockholders elected Michael Bonney, Jane Henney, M.D., and Leon Moulder, Jr. as Class III directors to hold office until Cubist’s 2017 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The results of the stockholders’ votes with respect to the election of such Class III directors were as follows:

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

Michael Bonney

 

62,337,626

 

3,095,959

 

61,122

 

3,526,891

 

Jane Henney, M.D.

 

65,369,199

 

69,254

 

56,255

 

3,526,890

 

Leon Moulder, Jr.

 

65,040,996

 

391,767

 

61,945

 

3,526,890

 

 

In addition, at the Annual Meeting, Cubist’s stockholders voted upon the following proposals: (1) a non-binding, advisory vote on the compensation paid to Cubist’s named executive officers in 2013, (2) the approval of the amendment to Cubist’s Restated Certificate of Incorporation to increase the number of authorized shares of Cubist’s common stock from 150,000,000 to 300,000,000, (3) the approval of Cubist’s 2014 Employee Stock Purchase Plan, (4) the approval of Cubist’s 2014 Omnibus Incentive Plan, and (5) the ratification of the appointment of PricewaterhouseCoopers LLP as Cubist’s independent registered public accounting firm for the fiscal year ending December 31, 2014.  The results of the stockholders’ votes with respect to these five proposals were as follows:

 

 

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

Advisory Vote on Executive Compensation

 

64,359,032

 

1,060,496

 

75,179

 

3,526,891

 

Amendment to Restated Certificate of Incorporation

 

58,660,466

 

10,251,781

 

73,346

 

0

 

2014 Employee Stock Purchase Plan

 

65,358,057

 

70,878

 

65,773

 

3,526,890

 

2014 Omnibus Incentive Plan

 

53,726,332

 

11,693,254

 

75,121

 

3,526,891

 

Ratification of Independent Registered Public Accounting Firm

 

67,956,795

 

974,169

 

90,634

 

0

 

 

2



 

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.

 

 

 

CUBIST PHARMACEUTICALS, INC.

 

 

 

 

 

 

 

By:

/s/ Thomas J. DesRosier

 

 

Thomas J. DesRosier

 

 

Executive Vice President, Chief Legal & Administrative Officer

 

 

Dated:  June 4, 2014

 

3