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ARRY > SEC Filings for ARRY > Form 8-K on 29-Oct-2012All Recent SEC Filings

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Form 8-K for ARRAY BIOPHARMA INC


29-Oct-2012

Entry into a Material Definitive Agreement, Amendments to Articles of Inc. or


Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On August 31, 2012, the Board of Directors of Array BioPharma Inc. (the "Company") approved an amendment, subject to stockholder approval, to the Company's Employee Stock Purchase Plan, as amended (the "ESPP") to increase the number of shares of common stock reserved for issuance under the ESPP by 600,000 shares, to an aggregate of 4,650,000 shares. On October 24, 2012, the stockholders of the Company approved this amendment at the Company's 2012 Annual Meeting of stockholders (the "Annual Meeting"). A copy of the ESPP is attached as Appendix B to the proxy statement filed by the Company with the Securities and Exchange Commission in connection with the Annual Meeting.



Item 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN
FISCAL YEAR

On August 31, 2012, the Board of Directors approved an amendment, subject to stockholder approval, to the Company's Amended and Restated Certificate of Incorporation increasing the number of shares of Common Stock the Company is authorized to issue from 120,000,000 to 220,000,000 shares. On October 24, 2012, the stockholders of the Company approved this amendment at the Annual Meeting. A copy of the amendment to the Amended and Restated Certificate of Incorporation is attached hereto as an exhibit and incorporated herein by reference.



Item 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On October 24, 2012, the Company held its Annual Meeting. There were 69,343,231 shares of common stock represented in person or by valid proxies at the Meeting and entitled to be voted, representing 75.27% of the 92,120,044 shares of common stock outstanding as of the August 27, 2012 record date. The stockholders voted on five proposals at the Annual Meeting. The proposals are described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission dated September 14, 2012. The following is a tabulation of the final voting results for each of the proposals presented and voted on at the Annual Meeting.

Proposal 1: The Company's stockholders elected two Class III Directors, each to serve for a three-year term expiring at the 2015 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The votes regarding this proposal were as follows:

                                             Votes       Broker
                              Votes For    Withheld    Non-Votes
Gwen Fyfe, M.D.               45,685,351   5,331,182   18,326,698
Liam Ratcliffe, M.D., Ph.D.   48,161,088   2,855,445   18,326,698

Proposal 2: The Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation increasing the number of shares of Common Stock the Company is authorized to issue from 120,000,000 shares to 220,000,000 shares. The votes regarding this proposal were as follows:

                               Votes      Broker
Votes For    Votes Against   Abstained   Non-Votes
63,117,101     6,142,341      83,789         0

Proposal 3: The Company's stockholders approved the increase in the number of shares of Common Stock authorized for issuance under the Company's Employee Stock Purchase Plan by an additional 600,000 shares. The votes regarding this proposal were as follows:


                               Votes       Broker
Votes For    Votes Against   Abstained   Non-Votes
49,063,230     1,943,938       9,365     18,326,698

Proposal 4: The Company's stockholders approved the advisory vote on executive compensation. The votes regarding this proposal were as follows:

                               Votes       Broker
Votes For    Votes Against   Abstained   Non-Votes
36,634,492    14,307,416      74,625     18,326,698

Proposal 5: The Company's stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the year ending June 30, 2013. The votes regarding this proposal were as follows:

                               Votes
Votes For    Votes Against   Abstained
68,861,071      447,639       34,521



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

4.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation


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