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): May 29, 2014
INTERMUNE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-29801 | 94-3296648 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
3280 Bayshore Boulevard
Brisbane, CA 94005
(Address of principal executive offices, including Zip Code)
Registrant’s telephone number, including area code: (415) 466-2200
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:
| ¨ | 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 May 29, 2014, InterMune held its Annual Meeting. Only stockholders of record as of the close of business on April 1, 2014, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 98,880,309 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholder votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1: The election of three directors to hold office until the 2017 annual meeting of stockholders or until his respective successor is elected:
| Nominee |
Votes For | Votes Withheld | Broker Non-Votes |
|||||||||
| Louis Drapeau |
76,054,437 | 2,379,660 | 9,577,625 | |||||||||
| James I. Healy, M.D., Ph.D. |
75,018,613 | 3,415,484 | 9,577,625 | |||||||||
| Frank Verwiel, M.D. |
77,481,450 | 952,647 | 9,577,625 | |||||||||
Proposal 2: The ratification of the selection, by the Audit Committee of the Board of Directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014:
| Votes For |
Votes Against |
Abstentions | ||
| 87,564,249 | 420,381 | 27,092 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3: The non-binding advisory vote to approve named executive officer compensation:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 64,970,126 | 13,424,319 | 39,652 | 9,577,625 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 4, 2014 | INTERMUNE, INC. | |||||||
| By: | /s/ John C. Hodgman | |||||||
| John C. Hodgman | ||||||||
| Executive Vice President of Finance Administration and Chief Financial Officer | ||||||||