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CBST > SEC Filings for CBST > Form 8-K on 13-Jun-2013All Recent SEC Filings

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Form 8-K for CUBIST PHARMACEUTICALS INC


13-Jun-2013

Submission of Matters to a Vote of Security Holders


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

Cubist Pharmaceuticals, Inc. ("Cubist") held its Annual Meeting of Stockholders on June 12, 2013 (the "Annual Meeting"). At the Annual Meeting, Cubist's stockholders elected Michael Bonney, Mark Corrigan, M.D., and Alison Lawton as Class II directors to hold office until Cubist's 2016 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. The results of the stockholders' votes with respect to the election of such Class II directors were as follows:

                         For       Withheld    Broker Non-Votes
Michael Bonney        57,315,766     580,939          2,951,493
Mark Corrigan, M.D.   57,050,783     845,922          2,951,493
Alison Lawton         54,604,070   3,292,635          2,951,493

In addition, at the Annual Meeting, Cubist's stockholders voted upon the following proposals: (1) a non-binding, advisory vote on the compensation paid to Cubist's named executive officers in 2012, (2) the approval of the amendment to Cubist's Amended and Restated By-Laws (the "By-Laws") to implement a majority voting standard in uncontested elections of directors beginning with our 2014 Annual Meeting of Stockholders, (3) the approval of the amendment to Cubist's By-Laws to make certain changes related to Cubist's recent separation of the roles of Chief Executive Officer and President, (4) the amendment to Cubist's By-Laws to make certain changes regarding the conduct of, and procedures for, our stockholder meetings, (5) the approval of the amendment to Cubist's Restated Certificate of Incorporation to substitute the authority of the President to call a special meeting of stockholders with the authority of the Chief Executive Officer to do the same, and (6) the ratification of the appointment of PricewaterhouseCoopers LLP as Cubist's independent registered public accounting firm for the fiscal year ending December 31, 2013. The results of the stockholders' votes with respect to these six proposals were as follows:

                                                                             Broker
                                       For         Against      Abstain     Non-Votes
Advisory Vote on Executive
Compensation                        54,618,121    3,259,113       19,471    2,951,493
Majority Voting By-Laws
Amendment                           57,744,474      127,557       24,673    2,951,493
By-Laws Amendment Regarding
Separation of CEO and President
Roles                               57,753,651      120,562       22,492    2,951,493
By-Laws Amendment Regarding
Conduct of Stockholder Meetings     57,745,914      123,090       27,701    2,951,493
Amendment to Restated
Certificate of Incorporation        57,603,930      281,025       11,749    2,951,493
Ratification of Independent
Registered Public Accounting
Firm                                58,904,655    1,925,234       18,309            0


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