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TSRX > SEC Filings for TSRX > Form 8-K on 24-May-2013All Recent SEC Filings

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Form 8-K for TRIUS THERAPEUTICS INC


24-May-2013

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


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

On May 21, 2013, our 2010 Equity Incentive Plan (the "2010 Plan") was amended to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2010 Plan by 5,100,000 shares.

The foregoing description of the amendment to the 2010 Plan does not purport to be complete and is qualified in its entirety by reference to the 2010 Plan, as amended, attached to this Current Report on Form 8-K as Exhibit 99.1.



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

Our 2013 Annual Meeting of Stockholders was held on May 21, 2013. We had 47,869,291 shares of common stock outstanding and entitled to vote as of April 5, 2013, the record date for the Annual Meeting. At the Annual Meeting, 41,266,312 shares of common stock were present in person or represented by proxy for the five proposals specified below.

At the Annual Meeting, stockholders:

(1) elected Karin Eastham, Seth H. Z. Fischer, Theodore R. Schroeder and Jeffrey Stein, Ph.D. as Class III directors to hold office until the 2016 Annual Meeting of Stockholders;

(2) approved, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement for the Annual Meeting;

(3) indicated, on an advisory basis, that the preferred frequency of stockholder advisory votes on the compensation of our named executive officers is three years;

(4) approved an amendment to the 2010 Plan to, among other things, increase the aggregate number of shares of common stock authorized for issuance under the 2010 Plan by 5,100,000 shares; and

(5) ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2013.

The following sets forth detailed information regarding the final results of the voting for the Annual Meeting:

Proposal 1. Election of Directors



     Name                     Votes For        Votes Withheld       Broker Non-Votes

     Karin Eastham             29,193,883              225,950             11,846,479
     Seth H. Z. Fischer        29,213,769              206,064             11,846,479
     Theodore R. Schroeder     28,951,526              468,307             11,846,479
     Jeffrey Stein, Ph.D.      29,199,475              220,358             11,846,479

Proposal 2. Advisory Vote on Executive Compensation

Votes For Votes Against Abstentions Broker Non-Votes 27,391,616 1,782,410 245,807 11,846,479

Proposal 3. Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation

1 Year 2 Years 3 Years Abstentions Broker Non-Votes 12,252,893 234,489 16,867,247 65,204 11,846,479

Consistent with the preference of our stockholders indicated by the voting results for Proposal 3, we have decided to include a stockholder advisory vote on the compensation of our named executive officers every three years until the next required vote on the frequency of such advisory votes.

Proposal 4. Approval of Amendment to 2010 Plan

Votes For Votes Against Abstentions Broker Non-Votes 26,578,276 2,564,781 276,776 11,846,479

Proposal 5. Ratification of the selection of Independent Registered Public Accounting Firm

Votes For Votes Against Abstentions Broker Non-Votes 40,806,124 163,968 296,220 -




Item 8.01 Other Events.

On May 21, 2013, our Amended and Restated 2010 Non-Employee Directors' Stock Option Plan (the "2010 Directors' Plan") was amended to, among other things, eliminate the "evergreen" provision providing for automatic annual increases in the number of shares of common stock available for issuance under the 2010 Directors' Plan after the increase in shares that takes effect on January 1, 2015.

The foregoing description of the amendment to the 2010 Directors' Plan does not purport to be complete and is qualified in its entirety by reference to the 2010 Directors' Plan, as amended, attached to this Current Report on Form 8-K as Exhibit 99.2.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
  No.        Description

99.1         2010 Equity Incentive Plan, as amended.

99.2         Amended and Restated 2010 Non-Employee Directors' Stock Option Plan,
             as amended.


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