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OGXI > SEC Filings for OGXI > Form 8-K on 29-May-2013All Recent SEC Filings

Show all filings for ONCOGENEX PHARMACEUTICALS, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for ONCOGENEX PHARMACEUTICALS, INC.


29-May-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year,


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

As noted below, on May 24, 2013, the stockholders of OncoGenex Pharmaceuticals, Inc. (the "Company") approved an amendment to the Company's certificate of incorporation to increase the number of the Company's authorized shares of common stock from 25,000,000 to 50,000,000. On May 28, 2013, the Company filed the Second Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Second Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.



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

On May 24, 2013, the Company held its 2013 Annual Meeting at which the Company's stockholders (i) elected the six directors identified in the table below to the Board of Directors of the Company to serve until the Company's next annual meeting of stockholders or until their successors are duly elected and qualified, (ii) ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013, (iii) approved an amendment to the Company's 2010 Performance Incentive Plan to increase the total shares of common stock available for issuance under the 2010 Performance Incentive Plan from 1,050,000 to 2,050,000,
(iv) did not approve an amendment to the Company's certificate of incorporation to eliminate cumulative voting for the election of directors and (v) approved an amendment to the Company's certificate of incorporation to increase the number of the Company's authorized shares of common stock from 25,000,000 to 50,000,000. Set forth below are the final voting tallies for the Company's 2013 Annual Meeting:

       Proposal: Election of Directors      For      Withheld   Broker Non-Vote
       Neil Clendeninn                   6,879,911   107,301       3,320,824
       Scott Cormack                     6,850,974   136,238       3,320,824
       Jack Goldstein                    6,879,063   108,149       3,320,824
       Martin Mattingly                  6,878,984   108,228       3,320,824
       Stewart Parker                    6,879,234   107,978       3,320,824
       David Smith                       6,879,434   107,778       3,320,824




Proposal:                                    For         Against     Abstain    Broker Non-Vote
Ratification of independent auditor       10,242,046     56,629       9,361            0
Amendment to 2010 Performance
Incentive Plan                            6,682,143      294,126     10,943        3,320,824
Amendment to certificate of
incorporation to remove cumulative
voting                                    5,778,946     1,197,388    10,878        3,320,824
Amendment to certificate of
incorporation to increase authorized
common stock                              8,116,896     1,829,584    361,556       3,320,824



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number       Exhibit Title or Description

3.1          Second Amended and Restated Certificate of Incorporation of OncoGenex
             Pharmaceuticals, Inc.


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