The 2012 Annual Meeting of Shareholders of Synergy Pharmaceuticals Inc. (the "Company") was held on January 14, 2013. At the Annual Meeting, the shareholders voted on the following seven (7) proposals and cast their votes as described below.

Proposal 1 - Approve and Adopt the Merger Agreement, as amended, with Callisto Pharmaceuticals, Inc.

The stockholders approved and adopted the agreement and plan of merger, dated July 20, 2012, as amended on October 15, 2012 (the "Merger Agreement") by and between the Company and Callisto Pharmaceuticals, Inc. ("Callisto"), pursuant to which Callisto will merge with and into the Company, based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes 47,824,341 49,669 3,951 8,258,018

Proposal 2 - Amendment to the Company's 2008 Equity Incentive Compensation Plan

The stockholders approved and adopted an amendment to the Company's 2008 Equity Compensation Incentive Plan (the "Plan") to increase the number of shares of Company common stock reserved for issuance under the Plan from 7,500,000 to 15,000,000 based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes 41,807,499 6,054,846 15,616 8,258,018

Proposal 3 - Amendment to the Company's Amended and Restated Certificate of Incorporation

The stockholders approved and adopted an amendment to the Company's Second Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes 47,056,286 553,249 268,426 8,258,018

Proposal 4 - Election of Directors



The following seven (7) individuals were elected as directors, to serve until
the 2013 Annual Meeting of Shareholders or their successors are elected and
qualified with the following votes:



Name of Director       Votes For    Votes Against   Abstentions
Gary S. Jacob          47,790,424               0        87,537
Gabriele M. Cerrone    47,780,530               0        97,431
Melvin K. Spigelman    47,361,838               0       516,123
John P. Brancaccio     45,644,137               0     2,233,824
Thomas H. Adams        46,310,778               0     1,567,183
Christopher McGuigan   46,749,122               0     1,128,839
Alan F. Joslyn         47,790,430               0        89,537

Proposal 5 - Ratification of the appointment of BDO USA, LLP

The stockholders ratified and approved the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2012 based on the votes listed below:

Votes For Votes Against Abstentions 55,8704,802 286,629 44,548

Proposal 6 - A non-binding, advisory vote to approve the executive compensation of the named executive officers.

Although this vote is non-binding on the Company or the Board of Directors, the stockholders approved the executive compensation of the named executive officers based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes 41,583,507 6,216,870 77,584 8,258,018

Proposal 7 - A non-binding, advisory vote to determine the frequency of conducting future advisory votes on executive compensation.

Although this vote is non-binding on the Company or the Board of Directors, the stockholders approved a three (3) year frequency of conducting future advisory votes on executive compensation based on the votes listed below:

One Year Two Years Three Years Abstentions 8,643,297 506,311 38,497,311 231,042

After considering the preferences expressed at the annual meeting, the Company's Board of Directors may determine to hold future non-binding, advisory votes on executive compensation every three (3) years, so that the next such vote will be held at its 2015 Annual Meeting of Shareholders. Under section 14A(a)(2) of the Securities Exchange Act of 1934, as amended, the Company will hold another vote on the frequency of shareholder votes on the compensation of executives no later than its 2018 Annual Meeting of Shareholders.

A copy of the press release announcing the results of the Annual Meeting is attached hereto as Exhibit 99.1.

The following exhibits are furnished as part of this Current Report on Form 8-K:

(d) Exhibits.

99.1 Press Release, dated January 15, 2013.