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OREX > SEC Filings for OREX > Form 8-K on 7-Jun-2013All Recent SEC Filings

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

Form 8-K for OREXIGEN THERAPEUTICS, INC.


7-Jun-2013

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


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

On June 5, 2013, at the 2013 annual meeting of stockholders of Orexigen Therapeutics, Inc. (the "Company" or "Orexigen"), the Company's stockholders approved the Company's 2013 Employee Stock Purchase Plan (the "ESPP"), the purpose of which plan is (i) to provide a means by which Company employees (and employees of any parent or subsidiary of the Company designated by the Company's board of directors to participate in the ESPP) be given an opportunity to use payroll deductions for the purchase of our common stock at a discount from fair market value (the lower of (a) 85% of the fair market value of a share of common stock on the first day of the applicable offering period or (b) 85% of the fair market value of a share of common stock on the purchase date (i.e., the last day of the applicable six-month purchase period)), (ii) to assist the Company in retaining the services of its employees, (iii) to secure and retain the services of new employees, and (iv) to provide incentives for such persons to exert maximum efforts for the success of the Company and its affiliates. An aggregate of 6,000,000 shares of common stock is reserved for issuance under the ESPP.

A description of the material terms of the Company's ESPP is set forth on pages 18-22 of the Company's Definitive Proxy Statement on Schedule 14A for the 2013 annual meeting, which was filed with the Securities and Exchange Commission ("SEC") on April 23, 2013 and is incorporated herein by reference. That summary and the foregoing description of the ESPP are qualified in their entirety by reference to the text of the ESPP, which was filed as Exhibit 10.1 to the Company's Form S-8 filed with the SEC on June 6, 2013 and is incorporated herein by reference.



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

The Company held its annual meeting of stockholders on June 5, 2013. The following is a brief description of each matter voted upon at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the numbers of broker non-votes with respect to each matter, as applicable.

1. To elect the following three directors for a three-year term to expire at the 2016 annual meeting of stockholders:

                                                    Voting
                               Shares Voted       Authority       Broker Non-
           Nominee                  For            Withheld          Votes
           Brian H. Dovey         41,014,269       22,690,104       18,479,295
           David J. Endicott      63,516,917          187,456       18,479,295
           Lota S. Zoth           63,448,768          255,605       18,479,295

In accordance with the above results, each nominee was elected to serve as a director.

2. To approve the Orexigen Therapeutics, Inc. 2013 Employee Stock Purchase Plan:

                                                       Broker Non-
                       For        Against    Abstain      Votes
                    59,299,428   4,366,979   37,966    18,479,295

In accordance with the above results, the Orexigen Therapeutics, Inc. 2013 Employee Stock Purchase Plan was approved.

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

                                                      Broker Non-
                        For       Against   Abstain      Votes
                     81,832,245   240,376   111,047        0

In accordance with the above results, the appointment of Ernst & Young LLP was approved.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
No. Description

10.1(1) Orexigen Therapeutics, Inc. 2013 Employee Stock Purchase Plan.

(1) Incorporated by reference to the Registrant's Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 6, 2013 (File No. 333-189120).


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