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TELK > SEC Filings for TELK > Form 8-K on 20-May-2013All Recent SEC Filings

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Form 8-K for TELIK INC


Change in Directors or Principal Officers, Submission of Matters to a Vote of Security

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2013, the Compensation Committee of the Board of Directors of Telik, Inc. (the "Company") approved an increase to the annual base salary of the Company's Vice President, Research, Steven R. Schow, Ph.D., to $240,000 effective June 1, 2013.

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

The Annual Meeting of the Stockholders of the Company was held on May 14, 2013 (the "Annual Meeting"). Proxies for the Annual Meeting were solicited by the Company's Board of Directors (the "Board") pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board's solicitations. As of March 15, 2013, the record date for the Annual Meeting, 4,560,030 shares of Common Stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 3,056,309 shares of Common Stock of the Company were represented, in person or by proxy, constituting a quorum. The final votes on the proposals presented at the Annual Meeting were as follows:

Proposal 1:

Michael M. Wick, M.D., Ph.D. and Richard B. Newman, Esq. were elected as
directors to hold office until the 2016 and 2015 Annual Meetings of
Stockholders, respectively, by the following vote:

                   Nominee                For     Withheld   Broker Non-Votes
         Michael M. Wick, M.D., Ph.D.   610,250   121,646       2,324,413
           Richard B. Newman, Esq.      609,651   122,245       2,324,413

In addition to the directors elected above, Edward W. Cantrall, Ph.D. and Steven R. Goldring, M.D. continue to serve as directors after the Annual Meeting.

Proposal 2:

The selection by the Audit Committee of the Board of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was ratified by the following vote:

For Against Abstain Broker Non-Votes 3,036,987 9,605 9,717 0

Proposal 3:

The stockholders, on an advisory basis, adopted the resolution "RESOLVED, that
the compensation paid to the Company's named executive officers, as disclosed
pursuant to Item 402 of Regulation S-K, is hereby APPROVED" as follows:

                      For     Against   Abstain   Broker Non-Votes
                    590,682   134,493    6,721       2,324,413


Proposal 4:

The stockholders, on an advisory basis, adopted the resolution "RESOLVED, that the frequency of every three years is hereby APPROVED as the frequency preferred by stockholders for the solicitation of advisory stockholder approval of the compensation paid to the Company's named executive officers, is hereby APPROVED."

The tabulation of votes on this matter was as follows: shares voted for one year: 331,574; shares voted for two years: 44,029; shares voted for three years:
354,299; shares abstaining: 1,994; and broker non-votes: 2,324,413.

After consideration of the vote, on May 14, 2013, the Board determined that the Company would hold an advisory vote on the compensation of our named executive officers every three years until our Board determines otherwise to hold another advisory vote on frequency, which shall be no later than our 2019 Annual Meeting of Stockholders.

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