Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) At the 2009 Annual Meeting of the stockholders of Noven Pharmaceuticals,
Inc. ("Noven"), held on May 22, 2009, Noven's stockholders approved, among other
things, Noven's 2009 Equity Incentive Plan (the "2009 Plan"), which had been
presented as Proposal 2 in Noven's Proxy Statement filed with the Securities and
Exchange Commission on April 9, 2009 (the "Proxy Statement"). Proposal 2
contained in the Proxy Statement sets forth a summary of the material terms of
the 2009 Plan. Proposal 2 contained in the Proxy Statement is hereby
incorporated by reference into this Item 5(e) of this Current Report on Form
8-K.
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