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ZLCS > SEC Filings for ZLCS > Form 8-K on 6-Jun-2013All Recent SEC Filings

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Form 8-K for ZALICUS INC.


6-Jun-2013

Submission of Matters to a Vote of Security Holders


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

On June 6, 2013, Zalicus Inc. (the "Company") held its previously announced Annual Meeting of Stockholders (the "Meeting"), at which a quorum was present. At the Meeting, the stockholders of the Company voted the four proposals as follows: (i) to elect Mark H.N. Corrigan, M.D. and Sally W. Crawford as Class II members of the board of directors, to serve until the Company's 2016 annual meeting of stockholders ("Proposal 1"), (ii) to amend the Company's Sixth Amended and Restated Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of the Company's common stock in a ratio to be determined by the Company's Board of Directors to be implemented prior to the 2014 annual meeting of the Company's stockholders at the discretion of the Company's Board of Directors ("Proposal 2"), (iii) to amend the Company's Sixth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200,000,000 to 300,000,000 if the Company's Board of Directors does not implement the reverse stock split ("Proposal 3"), and (iv) to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 ("Proposal 4").

The Company's stockholders approved Proposal 1. The votes cast at the Annual Meeting were as follows:

On the election of Mark H.N. Corrigan, M.D. as a Class II director - 32,109,310 shares voted for and 1,637,064 shares withheld.

On the election of Sally W. Crawford as a Class II director - 32,078,975 shares voted for and 1,667,399 shares withheld.

The Company stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

65,007,989 shares voted for, 26,625,648 shares voted against and 2,315,676 shares abstained from voting. There were 0 broker non-votes with respect to Proposal 2.

The Company stockholders did not approve Proposal 3. The votes cast at the Annual Meeting were as follows:

62,538,693 shares voted for, 30,616,930 shares voted against and 793,690 shares abstained from voting. There were 0 broker non-votes with respect to Proposal 3.

The Company stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:

81,235,249 shares voted for, 10,739,598 shares voted against and 1,974,466 shares abstained from voting. There were 0 broker non-votes with respect to Proposal 4.


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