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ALXA > SEC Filings for ALXA > Form 8-K on 7-Jun-2012All Recent SEC Filings

Show all filings for ALEXZA PHARMACEUTICALS INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ALEXZA PHARMACEUTICALS INC.


7-Jun-2012

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2012 Annual Meeting of Stockholders (the "2012 Annual Meeting") of Alexza Pharmaceuticals, Inc. (the "Company") was held on June 6, 2012, for the following purposes:

• to elect eight nominees for director, each to serve until the Company's 2013 Annual Meeting of Stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal;

• to approve a series of certificates of amendment to the Company's Restated Certificate of Incorporation, as amended, to effect a reverse split of the Company's outstanding common stock, pursuant to which any whole number of outstanding shares between, and including, three and ten would be combined into one share of common stock and to authorize the Board of Directors of the Company to select and file one such certificate of amendment and abandon the other certificates of amendment, or to abandon all such certificates of amendment as permitted under Section 242(c) of the Delaware General Corporation Law, to be determined by the Board of Directors within one year of approval; and

• to ratify the selection by the Audit and Ethics Committee of the Board of Directors of the Company of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2012.

At the 2012 Annual Meeting, each of Thomas B. King, Hal V. Barron, M.D., F.A.C.C., Andrew L. Busser, Deepika R. Pakianathan, Ph.D., J. Leighton Read, M.D., Gordon Ringold, Ph.D., Isaac Stein and Joseph L. Turner were re-elected as directors of the Company. The stockholders of the Company approved the series of certificates of amendment, described above, authorizing the Board of Directors of the Company to select and file one such certificate of amendment and abandon the other certificates of amendment, or to abandon all such certificates of amendment, to be determined by the Board of Directors within one year of approval. Lastly, the stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2012. The final voting results on each of the matters submitted to a vote of stockholders at the 2012 Annual Meeting are as follows:

                                       For           Withheld        Broker Non-Votes
   1. Election of Directors
   Thomas B. King                    58,469,364         687,801             35,669,477
   Hal V. Barron, M.D., F.A.C.C.     56,257,190       2,899,975             35,669,477
   Andrew L. Busser                  58,608,942         548,223             35,669,477
   Deepika R. Pakianathan, Ph.D.     56,260,627       2,896,538             35,669,477
   J. Leighton Read, M.D.            58,586,693         570,472             35,669,477
   Gordon Ringold, Ph.D.             56,276,890       2,880,275             35,669,477
   Isaac Stein                       58,563,026         594,139             35,669,477
   Joseph L. Turner                  58,527,604         629,561             35,669,477




                                          For             Against          Abstentions       Broker Non-Votes
2. Approval of a series of              71,345,248        23,110,497            370,897                      0
certificates of amendment to the
Company's Restated Certificate of
Incorporation, as amended, to
effect a reverse split of the
Company's outstanding common stock




                                            For            Against        Abstentions       Broker Non-Votes
3. Ratification of Ernst & Young LLP      94,034,038        512,460            280,144                      0
as independent registered public
accounting firm for 2012


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