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| ASTX > SEC Filings for ASTX > Form 8-K on 17-Jun-2011 | All Recent SEC Filings |
17-Jun-2011
Submission of Matters to a Vote of Security Holders, Other Events, Financial Stateme
The Annual Meeting of Stockholders of SuperGen, Inc., a Delaware corporation (the "Company") was held on June 16, 2011. The proposals submitted to a vote of the stockholders at the meeting are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on May 2, 2011. The final results of voting for each matter are as follows:
Proposal 1: Approval of the issuance of (a) a number of shares of SuperGen common stock to certain former securityholders of Astex in connection with the Transaction equal to 35% of the outstanding stock of SuperGen after giving effect to the share issuance, plus an additional number of shares of SuperGen common stock potentially issuable in payment of some or all of the $30 million in deferred consideration, but in no event more than a total of 52.5 million shares of SuperGen common stock, and (b) a number of additional shares of SuperGen common stock potentially issuable upon exercise of certain options to be assumed by SuperGen in connection with the Transaction.
Votes For: 36,731,832 Votes Against: 2,823,709 Votes Abstaining: 129,170 Broker Non-Votes: 14,823,423 |
Proposal 2: Approval to adjourn the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the issuances of shares in connection with the Transaction.
Votes For: 32,796,183 Votes Against: 6,598,314 Votes Abstaining: 290,214 Broker Non-Votes: 14,823,423 |
Proposal 3: Election of the Board of Directors of the Company.
Broker
Nominee Votes For Votes Withheld Non-Votes
Charles J. Casamento 26,082,739 13,601,972 14,823,423
Thomas V. Girardi 29,586,760 10,097,951 14,823,423
Allan R. Goldberg 24,431,169 15,253,542 14,823,423
Walter J. Lack 21,677,245 18,007,466 14,823,423
James S.J. Manuso 29,426,713 10,257,998 14,823,423
Michael D. Young 29,852,030 9,832,681 14,823,423
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Proposal 4: Approval of an amendment to the 2008 Employee Stock Purchase Plan increasing the number of shares of common stock authorized for issuance by 250,000 shares for a total of 500,000 shares reserved under the plan.
Votes For: 36,139,281 Votes Against: 3,300,816 Votes Abstaining: 244,614 Broker Non-Votes: 14,823,423 |
Proposal 5: Ratification of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2011.
Votes For: 51,749,331 Votes Against: 1,741,593 Votes Abstaining: 1,017,210 |
Proposal 6: Advisory vote on compensation of named executive officers.
Votes For: 31,387,603 Votes Against: 3,581,852 Votes Abstaining: 4,715,256 Broker Non-Votes: 14,823,423 |
Proposal 7: Advisory vote on the frequency of the advisory vote on compensation of named executive officers.
One Year: 23,479,590 Two Years: 915,262 Three Years: 9,963,471 Abstaining: 5,326,388 |
Each of Proposals 1 through 6 set forth above was approved, and a majority of stockholders advised that the frequency of advisory votes on compensation of named executive officers in Proposal 7 be "One Year." Based on this, the Company will include an advisory vote on named executive officer compensation in its proxy statement for each annual meeting of stockholders until the next advisory vote taken on the frequency of advisory votes on named executive officer compensation.
On June 16, 2011, SuperGen issued a press release announcing that stockholders had approved the issuance of shares to be issued in connection with the proposed acquisition of Astex Therapeutics Limited, a UK corporation, pursuant to an Implementation Agreement dated April 6, 2011 (the "Transaction"). Completion of the Transaction is still subject to a number of closing conditions and is expected to close in July 2011.
The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
(d) Exhibits
Exhibit No. Description
99.1 Press release date June 16, 2011 announcing the results of the
stockholder vote to approve the issuance of shares in connection with
the proposed acquisition of Astex Therapeutics Limited, a UK
corporation, pursuant to an Implementation Agreement dated April 6,
2011.
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