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IDRA > SEC Filings for IDRA > Form 8-K on 15-Jun-2012All Recent SEC Filings

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

Form 8-K for IDERA PHARMACEUTICALS, INC.


15-Jun-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Subm


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

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.



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

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

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

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

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




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment to the Restated Certificate of Incorporation of Idera Pharmaceuticals, Inc.


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