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

Show all filings for PROGENICS PHARMACEUTICALS INC | Request a Trial to NEW EDGAR Online Pro



Change in Directors or Principal Officers, Amendments to Articles o

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

(b) Progenics Pharmaceuticals, Inc. directors Charles A. Baker and Kurt W. Briner did not stand for re-election to the Board at the Company's 2013 Annual Meeting of Stockholders held on June 12, at which time they ceased to be directors of the Company. Progenics expresses its appreciation for their over three decades of cumulative service as directors and Board committee leaders.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.

On June 12, upon approval of the Company's stockholders as reported in Item 5.07 below, Progenics amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock thereunder from 80 million to 160 million.

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

At the Annual Meeting, stockholders voted on (i) the election of directors, (ii) an advisory vote on the compensation of the Company's named executive officers,
(iii) amendment of the Company's charter to increase the number of authorized common shares from 80 million to 160 million, (iv) amendment of its 2005 Stock Incentive Plan to increase the number of common shares available for issuance from 8,450,000 to 10,450,000, and (v) ratification of the Board of Directors' selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2013. The number of votes cast for and against, and abstentions and broker non-votes with respect to each matter are set forth below.

                                        For          Against      Abstain    Broker Non-Votes
 1.  Election of Directors                                                       6,892,259
 Mark R. Baker                       40,049,784      447,809      11,438
 Peter J. Crowley                    40,077,128      420,615      11,288
 Stephen P. Goff                     40,321,284      174,718      13,029
 Paul J. Maddon                      39,545,970      952,365      10,696
 David A. Scheinberg                 40,328,569      167,433      13,029
 Nicole S. Williams                  40,374,109      127,817       7,105

2.  Advisory vote on
compensation of named executive
officers                             40,210,580      287,188      11,263        6,892,259

3.  Charter amendment                29,748,753     17,558,796    93,741            0

4.  Stock Incentive Plan
amendment                            39,724,787      774,982       9,262        6,892,259

5.  Ratification of selection of
Ernst & Young LLP                    47,218,672      146,264      36,354            0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

3.1 Amended and Restated Certificate of Incorporation of the Registrant.

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