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MYRX > SEC Filings for MYRX > Form 8-K on 29-Apr-2013All Recent SEC Filings

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Form 8-K for MYREXIS, INC.


29-Apr-2013

Material Modification to Rights of Security Holders, Amendments to Articles of Inc.


Item 3.03 Material Modification to Rights of Security Holders.

On April 29, 2013, Myrexis, Inc. (the "Company") filed an amendment to its Certificate of Incorporation (the "Protective Amendment") with the Secretary of State of the State of Delaware that restricts certain transfers of the Company's common stock in order to preserve the tax treatment of the Company's net operating losses and other tax benefits. The Protective Amendment's transfer restrictions generally restrict any direct or indirect transfer of the Company's common stock if the effect would be to increase the direct or indirect ownership of any Person (as defined in the Protective Amendment) from less than 4.75% to 4.75% or more of the Company's common stock, or increase the ownership percentage of a Person owning or deemed to own 4.75% or more of the Company's common stock. Any direct or indirect transfer attempted in violation of this restriction would be void as of the date of the prohibited transfer as to the purported transferee. The Protective Amendment permits the Company's Board of Directors to approve transfers of the Company's common stock that would otherwise violate the transfer restrictions in the Protective Amendment if it determines that the approval is in the best interests of the Company.

The foregoing description of the Protective Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Protective Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.



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

The information in Item 3.03 above regarding the Protective Amendment is incorporated herein by reference into this Item 5.03.



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

The Company held its 2012 Annual Meeting of Stockholders on April 26, 2013. At the meeting, the stockholders of the Company cast their votes as set forth below.

Proposal 1. Election of Directors. All nominees for director were elected.

Name                          For          Withheld     Broker Non-Votes
Steven D. Scheiwe as a
Class I director for a
term ending at the 2013
annual meeting of
stockholders               20,737,673     2,226,225        10,085,992
Jonathan M. Couchman as
a Class II director for
a term ending at the
2014 annual meeting of
stockholders               20,800,234     2,163,664        10,085,992
Michael C. Pearce as a
Class III director for
a term ending at the
2015 annual meeting of
stockholders               20,842,353     2,121,545        10,085,992


Proposal 2. Approval of an amendment to the Company's Certificate of Incorporation to restrict certain transfers of common stock in order to preserve the tax treatment of the Company's net operating losses and other tax benefits. The amendment was approved.

For Against Abstain Broker Non-Votes 17,918,388 5,034,271 11,238 10,085,993

Proposal 3. Ratification of the appointment of EisnerAmper LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2013. The appointment of EisnerAmper LLP was approved.

For Against Abstain Broker Non-Votes 30,098,814 2,769,984 181,092 0

Proposal 4. Approval, on an advisory basis, of the compensation of the Company's named executive officers, as disclosed in the Company's Proxy Statement. The advisory resolution was approved.

For Against Abstain Broker Non-Votes 19,741,653 2,065,497 1,156,747 10,085,993



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description
3.1 Certificate of Amendment of Certificate of Incorporation to Implement the Protective Amendment


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