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