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): June 7, 2016

 

 

SUNESIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-51531   94-3295878

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

395 Oyster Point Boulevard, Suite 400

South San Francisco, California

  94080
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (650) 266-3500

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.

The 2016 Annual Meeting of Stockholders, or the Annual Meeting, was held on June 7, 2016. Proxies for the Annual Meeting were solicited by the Board of Directors pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board of Directors’ solicitation. There were 86,934,956 shares of common stock entitled to vote at the Annual Meeting. A total of 70,240,750 shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the meeting were as follows:

Proposal No. 1

James W.Young, Ph.D., Steven B. Ketchum, Ph.D. and Homer L. Pearce, Ph.D. were elected as Class II directors to hold office until the 2019 Annual Meeting of Stockholders by the following vote:

 

Nominee

 

For

 

Withheld

 

Broker Non-Votes

James W. Young, Ph.D.

  39,864,855   256,088   30,119,807

Steven B. Ketchum, Ph.D.

  39,863,286   257,657   30,119,807

Homer L. Pearce, Ph.D.

  39,861,779   259,164   30,119,807

In addition to the directors elected above, Matthew K. Fust, David C. Stump and Daniel N. Swisher, Jr. will continue to serve as Class III directors until the 2017 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal, and Steve R. Carchedi, Geoffrey M. Parker and Dayton Misfeldt will continue to serve as Class I directors until the 2018 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal.

Proposal No. 2

The vote, on an advisory basis, of the compensation of our named executive officers as disclosed in the 2016 proxy statement, filed with the Securities and Exchange Commission on April 25, 2016, was approved by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

39,261,413

  715,993   143,537   30,119,807

Proposal No. 3

The selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016 was ratified by the following vote:

 

For

 

Against

 

Abstain

69,515,271

  512,330   213,149

Proposal No. 4

The amendment of our amended and restated certificate of incorporation to effect a reverse stock split was approved by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

64,017,965

  5,826,848   395,937   —  


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.

 

    SUNESIS PHARMACEUTICALS, INC.
Dated: June 8, 2016    
    By:  

/s/ Eric H. Bjerkholt

      Eric H. Bjerkholt
      Executive Vice President, Corporate Development and Finance, Chief Financial Officer and Corporate Secretary