Current Report Filing (8-k)

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 17, 2015

SEQUENOM, INC.

(Exact Name of Registrant as Specified in Charter)



DELAWARE	000-29101	77-0365889
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3595 JOHN HOPKINS COURT

SAN DIEGO, CALIFORNIA 92121

(Address of Principal Executive Offices)

(858) 202-9000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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.

On June 17, 2015, we held our 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at which our stockholders (i) elected Kenneth F. Buechler, Myla Lai-Goldman, Richard A. Lerner, Ronald M. Lindsay, Catherine J. Mackey, David Pendarvis, Charles P. Slacik, Dirk van den Boom and William Welch as directors to hold office until the annual meeting of stockholders in 2016; (ii) approved an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 185,000,000 to 275,000,000 shares; (iii) approved, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement; and (iv) ratified the selection by our Audit Committee (the “ Audit Committee”) of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.

We had 118,082,585 shares of common stock outstanding and entitled to vote as of the close of business on April 21, 2015, the record date for the Annual Meeting. At the Annual Meeting, 99,604,376 shares of common stock were present in person or represented by proxy for the four proposals indicated above. The following sets forth detailed information regarding the results of the voting at the Annual Meeting:

Proposal 1: The election of Kenneth F. Buechler, Myla Lai-Goldman, Richard A. Lerner, Ronald M. Lindsay, Catherine J. Mackey, David Pendarvis, Charles P. Slacik, Dirk van den Boom and William Welch as directors to hold office until the annual meeting of stockholders in 2016.



Director	Votes For	Votes Withheld	Broker Non-Votes
Kenneth F. Buechler	56,092,949	3,434,695	40,076,732
Myla Lai-Goldman	56,337,978	3,189,666	40,076,732
Richard A. Lerner	34,667,774	24,859,870	40,076,732
Ronald M. Lindsay	55,031,643	4,496,001	40,076,732
Catherine J. Mackey	56,560,915	2,966,729	40,076,732
David Pendarvis	56,248,616	3,279,028	40,076,732
Charles P. Slacik	56,517,529	3,010,115	40,076,732
Dirk van den Boom	55,123,847	4,403,797	40,076,732
William Welch	56,211,757	3,315,887	40,076,732

Proposal 2: To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 185,000,000 to 275,000,000 shares. The Certificate of Amendment to our Restated Certificate of Incorporation is attached as Exhibit 3.1 to this current report.



Votes For	Votes Against	Abstentions	Broker Non-Votes
83,014,519	15,820,002	769,855	N/A

Proposal 3: To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement.



Votes For	Votes Against	Abstentions	Broker Non-Votes
53,131,650	5,204,059	1,191,935	40,076,732

Proposal 4: To ratify the selection by our Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015.



Votes For	Votes Against	Abstentions	Broker Non-Votes
95,545,377	3,079,318	979,681	N/A

Item 8.01. Other Events.

On June 18, 2015, we issued a press release announcing the election of Catherine J. Mackey to our Board of Directors. A copy of the press release is attached as Exhibit 99.1 to this current report.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment to Restated Certificate of Incorporation.


99.1	Press release dated June 18, 2015 announcing the election of Catherine J. Mackey to our Board of Directors.

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.



	SEQUENOM, INC.

Date: June 18, 2015	By:	/s/ Jeffrey D. Linton
		Jeffrey D. Linton
		Senior Vice President, General Counsel & Secretary

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

RESTATED CERTIFICATE OF INCORPORATION

SEQUENOM, INC.

Sequenom, Inc., a Delaware corporation (the “Company”), does hereby certify that:

First: The name of the Company is Sequenom, Inc.

Second: The date on which the Certificate of Incorporation of the Company was originally filed with the Secretary of State of the State of Delaware is February 14, 1994.

Third: Article IV, Section A of the Company’s Restated Certificate of Incorporation is hereby amended and restated in its entirety as follows:

A. Classes of Stock. This corporation is authorized to issue two classes of stock, denominated Common Stock and Preferred Stock. The Common Stock shall have a par value of $0.001 per share and the Preferred Stock shall have a par value of $0.001 per share. The total number of shares of Common Stock which the corporation is authorized to issue is Two Hundred Seventy-Five Million (275,000,000), and the total number of shares of Preferred Stock which the corporation is authorized to issue is five million (5,000,000), which shares of Preferred Stock shall be undesignated as to series.

Fourth: This Certificate of Amendment has been duly approved by the Company’s Board of Directors in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware (the “DGCL”) and was duly adopted by the stockholders of this Company in accordance with the provisions of Section 242 of the DGCL.

In Witness Whereof, Sequenom, Inc. has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer as of June 17, 2015.



			SEQUENOM, INC.

			By:	/s/ William Welch
			Name: William Welch
			Title: President & Chief Executive Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE



Sequenom Contacts:
Carolyn Beaver				Rachel Kennedy
Senior Vice President and Chief Financial Officer				Media Contact
Sequenom, Inc.				Chandler Chicco Agency
858-202-9028				858-449-9575
investorrelations@sequenom.com				rkennedy@chandlerchiccocompanies.com

SEQUENOM WELCOMES CATHERINE J. MACKEY, PH.D., TO BOARD OF DIRECTORS

SAN DIEGO, Calif. - June 18, 2015 - Sequenom, Inc. (NASDAQ: SQNM), a life sciences company committed to enabling healthier lives through the development of innovative products and services, today announced that its shareholders elected Catherine J. Mackey, Ph.D., as a new member of its Board of Directors, effective June 17, 2015. Dr. Mackey has also been appointed to the Audit and Nominating and Corporate Governance committees of the Company’s Board of Directors.

"We are pleased to welcome Dr. Mackey to our board, and we look forward to drawing on her more than 30 years of executive leadership and strong expertise in research and development as we expand our testing portfolio and drive continued growth for the company," said Kenneth F. Buechler, Ph.D., Chairman of Sequenom, Inc.’s Board of Directors.

Dr. Mackey is currently the Chief Executive Officer of CYPrus Therapeutics, Inc., a privately-held small molecule pharmaceutical development company. She is a Special Advisor to Fortis Advisors LLC, and serves on the Scientific Advisory Boards of FHOOSH, Inc. and Cypher Genomics. In addition, Dr. Mackey is a director and a member of the Finance and Audit & Compliance Committees of Rady Children’s Hospital and is past-chair of CONNECT. Dr. Mackey currently serves on the boards of privately-held companies Cour Pharmaceutical Development Company (Chair), Evolve Biosystems, Inc. and Viventia Bio, Inc.

Prior to her current roles, Dr. Mackey served as the Senior Vice President of Worldwide Research and Development at Pfizer Inc. from 2001 through 2010 and is credited with leading Pfizer’s La Jolla Labs to become one of Pfizer’s most successful R&D sites. Before that, Dr. Mackey was Vice President of Strategic Alliances at Pfizer’s R&D headquarters in Connecticut and the Leader of Genomic and Proteomic Sciences at Pfizer. Leading up to her time at Pfizer, Dr. Mackey held positions of increasing responsibility for DEKALB Genetics including Vice President and Head of Research and Development.

Dr. Mackey received her B.S. and Ph.D. degrees in microbiology from Cornell University.

About Sequenom

Sequenom, Inc. (NASDAQ: SQNM) is committed to enabling healthier lives through the development of innovative products and services. The Company serves patients and physicians by providing early patient management information. To learn how Sequenom is interpreting the genome to improve your life, visit www.sequenom.com.

Forward-Looking Statements

Statements contained in this press release regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the development of innovative products and services, expanding our testing portfolio and driving continued growth for the company. Because such statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. Risks are described more fully in the Company’s filings with the Securities and Exchange Commission, including without limitation the Company’s most recent Quarterly Report on Form 10-Q and other documents subsequently filed with or furnished to the Securities and Exchange Commission. All forward-looking statements contained in this press release speak only as of the date on which they were made. The Company undertakes no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they were made.

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