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 4, 2010 (June 2, 2010)
ISIS PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-19125 |
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33-0336973 |
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(Commission File No.) |
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(IRS Employer Identification No.) |
1896 Rutherford Road
Carlsbad, CA 92008
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (760) 931-9200
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of t,he 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 under the Exchange Act (17 CFR 240.14a-12)
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.
Isis Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 2, 2010. The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 20, 2010.
Proposal 1: Election of 3 directors to hold office until the 2013 Annual Meeting:
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FOR |
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WITHHELD |
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Stanley T. Crooke |
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59,803,588 |
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3,274,330 |
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Joseph (Skip) Klein, III |
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59,991,990 |
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3,085,928 |
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John C. Reed |
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60,252,666 |
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2,825,252 |
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Broker Non-Votes: 22,494,982
All of the foregoing candidates were elected and each received affirmative votes not only from more than a majority of the shares voting, but also from a majority of the outstanding shares.
Proposal 2: Approve an amendment to the 2002 Non-Employee Directors’ Stock Option Plan to increase the shares reserved for issuance from 850,000 shares to 1,000,000 shares and to extend the term from May 30, 2012 to June 1, 2020.
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FOR |
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AGAINST |
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ABSTAIN |
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56,684,086 |
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6,300,677 |
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93,155 |
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Broker Non-Votes: 22,494,982
The foregoing proposal was approved.
Proposal 3: Approve an increase in shares reserved for issuance under the 1989 Stock Option Plan from 16,700,000 shares to 20,000,000 shares.
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FOR |
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AGAINST |
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ABSTAIN |
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56,184,374 |
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6,774,639 |
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118,905 |
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Broker Non-Votes: 22,494,982
The foregoing proposal was approved.
Proposal 4: Ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for our 2010 fiscal year.
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FOR |
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AGAINST |
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ABSTAIN |
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82,607,998 |
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2,685,358 |
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279,544 |
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Broker Non-Votes: 0
The foregoing proposal was approved.
SIGNATURE
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, thereunto duly authorized.
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ISIS PHARMACEUTICALS, INC. |
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Dated: June 4, 2010 |
By: |
/s/ B. Lynne Parshall |
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B. LYNNE PARSHALL |
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Chief Operating Officer, |
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Chief Financial Officer and Director |