Current Report Filing (8-k)
July 22 2016 - 4:07PM
Edgar (US Regulatory)
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): July 21, 2016
ARIAD Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36172
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22-3106987
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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26 Landsdowne Street, Cambridge, Massachusetts
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02139
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (617) 494-0400
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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ITEM 5.07
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Submission of Matters to a Vote of Security Holders.
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(a) On July 21, 2016, ARIAD
Pharmaceuticals, Inc. (the Company) held its 2016 annual meeting of stockholders. Of the 191,469,133 shares of common stock issued and outstanding and eligible to vote as of the record date of May 25, 2016, a quorum of 163,704,293
shares, or approximately 85% of the eligible shares, was present in person or represented by proxy.
(b) The following actions were taken
at such meeting, all of which were described in the Companys definitive proxy statement filed with the Securities and Exchange Commission on June 8, 2016 (the Proxy Statement):
Proposal 1
. An amendment to the Companys Restated Certificate of Incorporation to declassify the Board of Directors and provide
for the annual election of directors was approved, based on the following votes:
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For
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Against
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Abstentions
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Broker Non-Votes
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107,862,520
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249,287
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104,988
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55,487,498
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A Certificate of Amendment to the Restated Certificate of Incorporation was filed with the Secretary of State of the State of
Delaware on July 21, 2016, and is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K.
Proposal 2
. The following
nominee was reelected to serve on the Companys Board of Directors until the Companys next annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, retirement or
removal, based on the following votes:
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Nominee
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For
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Against
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Abstentions
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Broker Non-Votes
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Alexander J. Denner, Ph.D.
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107,319,038
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716,707
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181,050
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55,487,498
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Proposal 3
. The compensation of the Companys named executive officers as disclosed in the Proxy
Statement was approved, on an advisory basis, based on the following votes:
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For
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Against
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Abstentions
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Broker Non-Votes
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102,731,954
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4,618,506
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866,335
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55,487,498
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Proposal 4
. The selection of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for 2016 was ratified, based on the following results:
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For
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Against
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Abstentions
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Broker Non-Votes
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160,368,535
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2,223,690
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1,112,068
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2
ITEM 9.01
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Financial Statements and Exhibits.
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Exhibit
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Description
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3.1
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Certificate of Amendment to the Restated Certificate of Incorporation of ARIAD Pharmaceuticals, Inc., dated July 21, 2016
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3
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.
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ARIAD Pharmaceuticals, Inc.
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By:
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/s/ Manmeet S. Soni
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Manmeet S. Soni
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Executive Vice President, Chief Financial Officer
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Date: July 22, 2016
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4
Exhibit List
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Exhibit
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Description
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3.1
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Certificate of Amendment to the Restated Certificate of Incorporation of ARIAD Pharmaceuticals, Inc., dated July 21, 2016
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5
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