UNITED STATES
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 5, 2014

 
ACUCELA INC.
(Exact name of registrant as specified in its charter)

 

 
 
 
 
 
Washington
 
000-5513
 
02-0592619
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
1301 Second Avenue, Suite 1900
Seattle, Washington 98101
(Address of principal executive offices, including zip code)
(206) 805-8300
(Registrant’s telephone number, including area code)
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.
At the 2014 Annual Meeting of Shareholders (the "Annual Meeting") of Acucela Inc. (the "Company") held on June 5, 2014, a total of 21,959,170 shares of Common Stock, representing approximately 61.6% of the shares outstanding and eligible to vote and constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1: All of the nominees for director were elected to serve a one-year term until the 2015 Annual Meeting, or until their respective successors are elected and qualified or until his earlier resignation or removal, by the votes set forth in the table below:
Nominee
 
For
 
Withheld
 
Broker Non-Votes
Peter A. Kresel
 
21,593,370

 
365,800

 

Glen Y. Sato
 
21,762,070

 
197,100

 

Michael T. Schutzler
 
21,758,870

 
200,300

 

Brian O'Callaghan
 
21,758,770

 
200,400

 

Ryo Kubota, M.D., Ph.D.
 
21,778,770

 
180,400

 

Proposal 2: The appointment of Ernst & Young LLP as the Company's independent registered public accountants for fiscal 2014 was ratified by the Company's shareholders by the votes set forth in the table below:
For
 
Against
 
Abstain
21,745,770

 
44,100

 
169,300







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.
 
 
 
 
 
ACUCELA INC.
 
 
 
 
By:
/s/ David L. Lowrance
 
 
David L. Lowrance
Date: June 5, 2014
 
Chief Financial Officer, Treasurer and Secretary