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DSCO > SEC Filings for DSCO > Form 8-K on 11-Jun-2013All Recent SEC Filings

Show all filings for DISCOVERY LABORATORIES INC /DE/ | Request a Trial to NEW EDGAR Online Pro

Form 8-K for DISCOVERY LABORATORIES INC /DE/


11-Jun-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.

On June 11, 2013, Discovery Laboratories, Inc. (the "Company"), held its Annual Meeting of Stockholders ("Annual Meeting"). As set forth in Item 5.07, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation Amendment") to increase the number of authorized shares of common stock, par value $.001 per share ("Common Stock"), from 100 million shares to 150 million shares. On June 11, 2013, the Company filed the Certificate of Incorporation Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.



Item 5.07 Submission of Matters to a Vote of Securityholders.

The following matters were voted on by the stockholders of the Company at the Annual Meeting: (i) the election of five directors; (ii) 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; (iii) an amendment to the Discovery Laboratories, Inc. 2011 Long-Term Incentive Plan (the "2011 Plan Amendment") to increase the number of shares of Common Stock available for issuance under the 2011 Plan by 1.5 million shares from 6.2 million shares to 7.7 million shares; (iv) the Certificate of Incorporation Amendment to increase the number of authorized shares of Common Stock from 100 million shares to 150 million shares; (v) the approval, on an advisory basis, of the compensation of the Company's named executive officers, as described in the Company's 2013 proxy statement; and (iv) the indication, on an advisory basis, of the frequency of the advisory vote on the compensation of the Company's named executive officers.
The results of the stockholder votes are as follows:

(i) Election of Directors: each of the nominees for director was elected by a plurality of the votes cast by stockholders as follows:

                               For     Withheld  Broker Non-Votes
John R. Leone               18,191,775  940,367     16,431,917
John G. Cooper              17,470,917 1,661,225    16,431,917
Joseph M. Mahady            18,198,245  933,897     16,431,917
Bruce A. Peacock.           11,862,443 7,269,699    16,431,917

Marvin E. Rosenthale, Ph.D. 18,116,184 1,015,958 16,431,917

(ii) Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm: this proposal was approved by a majority of shares present at the meeting and was, therefore, adopted. The vote was as follows:

For Against Abstain
34,157,852 1,354,769 51,438

(iii) The 2011 Plan Amendment was approved by the affirmative vote of a majority of the shares present at the meeting and was, therefore, adopted. The vote was as follows:

For Against Abstain Broker Non-Votes 17,126,510 1,922,942 82,690 16,431,917

(iv) Authorizing the filing of the Certificate of Incorporation Amendment:
this proposal was approved by a majority of the outstanding shares eligible to vote and was, therefore, adopted. The vote was as follows:

For Against Abstain
27,301,198 8,146,271 116,590


(v) A majority of the shares present at the meeting did not approve, on an advisory basis, the compensation of the Company's named executive officers. The vote was as follows:

For Against Abstain Broker Non-Votes 8,004,985 10,868,167 258,990 16,431,917

(vi) A majority of the outstanding shares eligible to vote indicated, on an advisory basis, that an advisory stockholder vote on executive compensation should occur every year. The vote was as follows:

3 Years 2 Years 1 Year Abstain Broker Non-Votes 4,615,489 522,916 13,660,729 333,008 16,431,917



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Discovery Laboratories, Inc. filed on June 11, 2013.


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