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| IDRA > SEC Filings for IDRA > Form 8-K on 15-Jun-2012 | All Recent SEC Filings |
15-Jun-2012
Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Subm
On June 12, 2012, at the 2012 Annual Meeting of Stockholders (the "Annual Meeting") of Idera Pharmaceuticals, Inc. (the "Company"), the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock from 70,000,000 shares to 140,000,000 shares. The increase in the number of authorized shares of the Company's common stock was effected pursuant to a Certificate of Amendment to the Company's Restated Certificate of Incorporation (the "Certificate of Amendment") filed with the Secretary of State of the State of Delaware on June 13, 2012. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
At the 2012 Annual Meeting, the Company's stockholders voted on the following proposals:
1. The following nominees were elected to the Company's Board of Directors as Class II directors for terms expiring at the 2015 annual meeting of stockholders.
Broker
For Withheld Non-Votes
Robert W. Karr, M.D. 12,622,865 5,452,451 3,680,299
Malcolm MacCoss, Ph. D. 17,884,143 191,173 3,680,299
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2. The amendment to the Company's Restated Certificate of Incorporation was approved.
For: 20,305,868
Against: 1,429,899
Abstain: 15,170
Broker Non-Votes: 4,678
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3. A non-binding, advisory proposal on the compensation of the Company's named executive officers was approved.
For: 17,674,908
Against: 392,374
Abstain: 8,084
Broker Non-Votes: 3,680,249
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4. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2012 was ratified.
For: 21,725,846
Against: 26,298
Abstain: 3,471
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(d) Exhibits
3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Idera Pharmaceuticals, Inc.
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