On May 10, 2012, Optimer Pharmaceuticals, Inc. (the "Company") issued a press release announcing its unaudited financial results for the first quarter ended March 31, 2012. A copy of this press release is attached hereto as Exhibit 99.1.

This information under this Item 2.02 and the exhibit hereto are being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, (the "Securities Act") or the Exchange Act, except as expressly set forth by specific reference in such a filing.

On May 9, 2012, at the 2012 Annual Meeting of Stockholders of the Company (the "Annual Meeting"), the Company's stockholders approved the Optimer Pharmaceuticals, Inc. 2012 Equity Incentive Plan (the "Plan"), under which a maximum of 4,154,235 shares of common stock are reserved for issuance pursuant to stock awards, plus any shares underlying outstanding stock awards that return to the share reserve, as further described in the Plan. The Plan had been previously approved, subject to stockholder approval, by the Board of Directors of the Company (the "Board"). The Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 20, 2012. That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, which is filed as Exhibit 99.2 hereto and incorporated herein by reference.

On May 9, 2012, at the Annual Meeting the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock of the Company to 150,000,000 shares from 75,000,000 shares (the "Certificate Amendment"). The Certificate Amendment had been previously approved, subject to stockholder approval, by the Board. Following its approval at the Annual Meeting, on May 10, 2012, the Company filed the Certificate Amendment with the Secretary of State of the State of Delaware. The Charter Amendment, effective May 10, 2012, is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal 1 - Election of Directors



The following directors were elected to serve for three-year terms until the
2015 Annual Meeting of Stockholders and until their respective successors are
elected and qualified.



                     Number of Shares   Number of Shares Voted
Director Elected        Voted For        Against or Withheld     Broker Non-Vote
Pedro Lichtinger           28,243,965                7,837,380         5,734,634
Henry A. McKinnell         28,271,122                7,810,223         5,734,634
Peter E. Grebow            28,213,287                7,868,058         5,734,634

Proposal 2 - Ratification of the Appointment of Ernst and Young, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012.

For Against Abstain Broker Non-Vote 40,603,948 1,104,946 107,085 0

Proposal 3 - Approval, on and Advisory Basis, of the Compensation of the Company's Named Executive Officers.

For Against Abstain Broker Non-Vote 28,017,494 7,961,845 102,006 5,734,634

Proposal 4 - Approval and Adoption of the Optimer Pharmaceuticals, Inc. 2012 Equity Incentive Plan.

For Against Abstain Broker Non-Vote 23,888,557 12,132,979 59,809 5,734,634

Proposal 5 - Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Increase the Authorized Number of Shares of Common Stock to 150,000,000 Shares from 75,000,000 Shares.

For Against Abstain Broker Non-Vote 30,404,598 10,910,190 501,187 0

(d) Exhibits.

Exhibit No.                                 Description

3.1           Certificate of Amendment of the Amended and Restated Certificate of
              Incorporation of Optimer Pharmaceuticals, Inc., as filed with the
              Secretary of State of the State of Delaware on May 10, 2012.
99.1          Press Release dated May 10, 2012.
99.2          Optimer Pharmaceuticals, Inc. 2012 Equity Incentive Plan.