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NBIX > SEC Filings for NBIX > Form 8-K on 28-May-2013All Recent SEC Filings

Show all filings for NEUROCRINE BIOSCIENCES INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for NEUROCRINE BIOSCIENCES INC


28-May-2013

Submission of Matters to a Vote of Security Holders


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

The 2013 Annual Meeting of Stockholders of Neurocrine Biosciences, Inc. (the "Annual Meeting") was held on May 23, 2013. As of the close of business on April 1, 2013, the record date for the Annual Meeting, there were 66,711,978 shares of common stock entitled to vote, of which there were 61,996,440 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on four matters: (i) the election of three Class II Directors for a term of three years expiring at the 2016 Annual Meeting of Stockholders,
(ii) an advisory vote on the compensation paid to the Company's named executive officers, (iii) the approval of an amendment to the Company's 2011 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 5,500,000 to 7,000,000, and (iv) the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013. The voting results were as follows:

Election of three Class II Directors for a term of three years expiring at the 2016 Annual Meeting of Stockholders

       Corinne H. Nevinny           For       48,595,255       Withheld       1,524,541
       Richard F. Pops              For       47,249,262       Withheld       2,870,534
       Stephen A. Sherwin, M.D.     For       43,879,951       Withheld       6,239,845

The three nominees for Class II Director were elected. The Class III Directors, Kevin C. Gorman, Ph.D., Gary A. Lyons, and William H. Rastetter, Ph.D., continue in office until the 2014 Annual Meeting of Stockholders. The Class I Directors, W. Thomas Mitchell and Joseph A. Mollica, Ph.D., continue in office until the 2015 Annual Meeting of Stockholders.

There were 11,876,644 broker non-votes related to each of the three director nominees for election.

An advisory vote on the compensation paid to the named executive officers

Shares Voted: For 46,930,922 Against 2,340,885 Abstain 847,989 Percent of Voted: For 93.6 % Against 4.7 % Abstain 1.7 %

There were 11,876,644 broker non-votes for this proposal.

The advisory vote was approved on an advisory basis.

Approval of an amendment to the 2011 Equity Incentive Plan

Shares Voted: For 45,291,193 Against 3,982,895 Abstain 845,708 Percent of Voted: For 90.4 % Against 7.9 % Abstain 1.7 %

There were 11,876,644 broker non-votes for this proposal.

The amendment to the 2011 Equity Incentive Plan was approved.

Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013

Shares Voted: For 60,100,436 Against 973,067 Abstain 922,937 Percent of Voted: For 96.9 % Against 1.6 % Abstain 1.5 %

The appointment of Ernst & Young LLP was ratified.


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