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POZN > SEC Filings for POZN > Form 8-K on 10-Jun-2013All Recent SEC Filings

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Form 8-K for POZEN INC /NC


10-Jun-2013

Submission of Matters to a Vote of Security Holders


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

POZEN Inc.'s (the "Company") Annual Meeting of Stockholders (the "Annual Meeting") was held at the Company's headquarters, 1414 Raleigh Road, Suite 210, Chapel Hill, North Carolina 27517, on Thursday, June 6, 2012. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

the election of two (2) Class I directors to serve until the 2016 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;

the advisory vote on the compensation of the Company's named executive officers; and

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

At the close of business on April 11, 2013, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 30,367,695 shares of the Company's Common Stock, outstanding and entitled to vote at the Annual Meeting. The holders of 25,860,138 shares of the Company's Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.

At the Annual Meeting, all of the Class I directors were elected and all other proposals submitted to stockholders were approved.

Proposal 1. Election of Directors

The vote with respect to the election of the Class I directors was as follows:



                                                                   BROKER
                                    FOR           WITHHELD        NON-VOTES
             Neal F. Fowler       14.623,841       3,626,969       7,609,328
             Arthur S. Kirsch     14,624,677       3,626,133       7,609,320

Proposal 2. Advisory Vote on the Compensation of the Company's Named Executive
Officers

The vote with respect to the advisory vote on the compensation of the Company's
named executive officers was as follows:



                                                        BROKER
                        FOR       AGAINST    ABSTAIN   NON-VOTES

                     9,783,156   8,276,082   191,572   7,609,328


Proposal 3. Ratification of Selection of Independent Registered Public Accounting Firm

The vote with respect to the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2013 was as follows:

FOR AGAINST ABSTAIN

25,476,164 321,363 62,606


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