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 14, 2015

 

 

Aradigm Corporation

(Exact name of registrant as specified in its charter)

 

 

 

California   001-36480   94-3133088
(State or other jurisdiction   (Commission   (I.R.S. Employer
of incorporation)   File Number)   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 May 14, 2015, Aradigm Corporation (the “Company”) convened its Annual Meeting of Shareholders (the “Meeting”). Four proposals were presented and voted on and the results for the four proposals were reported at the Meeting. Set forth below are the results reported at the Meeting for proposals 1, 2, 3 and 4.

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    8,607,120      1,273,873       1,284,959
Igor Gonda    9,017,029      863,964       1,284,959
Frederick Hudson    9,587,339      293,654       1,284,959
Lafmin Morgan    8,572,007      1,308,986       1,284,959
John M. Siebert    9,446,501      434,492       1,284,959
Virgil D. Thompson    9,411,625      469,368       1,284,959

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 Employee Stock Purchase Plan to increase the aggregate number of shares of Aradigm’s common stock authorized for issuance under the Plan by 110,000 shares.

 

For:

     9,843,737   

Against:

     36,838   

Abstain:

     418   

Non-votes:

     1,284,959   

Proposal 2 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 2 therefore passed.

 

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Proposal 3 – Approval of Aradigm’s 2015 Equity Incentive Plan.

 

For:

  9,836,599   

Against:

  44,155   

Abstain:

  239   

Non-votes:

  1,284,959   

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 – Ratification of the selection of OUM & Co. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.

 

For:

  11,133,271   

Against:

  21,728   

Abstain:

  10,953   

Non-votes:

  0   

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.

 

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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: May 18, 2015 By:

/s/ Nancy Pecota

Name: Nancy Pecota
Title: Vice President, Finance and Chief Financial Officer and Corporate Secretary

 

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