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CLVS > SEC Filings for CLVS > Form 8-K on 14-Jun-2013All Recent SEC Filings

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



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

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

On June 13, 2013, the Board of Directors (the "Board") of Clovis Oncology, Inc. (the "Company") increased the number of members of the Board from eight (8) to nine (9). In addition, the Board filled the vacancies created by the foregoing increase and the resignation from the Board of John Reed by electing Ginger L. Graham and Dr. Keith Flaherty to serve as members of the Board, as Class III directors, effective immediately.

Ms. Graham and Dr. Flaherty will participate in the non-executive director compensation arrangements described in the Company's 2013 proxy statement. Under the terms of those arrangements, they are each entitled to receive a $40,000 annual cash retainer and an annual grant of options. Further, as new directors, each has received a one-time initial grant of options to purchase 27,587 shares of common stock, with one-third of the grant vesting on each of the first three annual anniversaries of the date of grant. In addition, the Company has entered into indemnification agreements with each of Ms. Graham and Dr. Flaherty.

Item 5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Shareholders (the "Annual Meeting") of the Company was held on June 13, 2013. At the Annual Meeting, the shareholders of the Company voted on the following two proposals and cast their votes as described below.

Proposal One

The individuals listed below were elected at the Annual Meeting to serve a
three-year term on the Board, as Class II directors.

                                      For       Withheld   Broker Non-Votes
           Brian G. Atwood         20,593,295    18,649       2,632,043
           James C. Blair, Ph.D.   20,572,698    39,246       2,632,043
           Paul H. Klingenstein    20,593,278    18,666       2,632,043

Proposal Two

Proposal two was a management proposal to ratify the appointment of Ernst & Young LLP as auditors of the Company for fiscal year 2013, as described in the proxy materials. This proposal was approved.

For Against Abstained 23,240,887 3,100 0

Item 9.01 Financial Statements And Exhibits.

(d) Exhibits.

Number and Description

10.1    Indemnification Agreement, dated as of June 13, 2013, between Clovis
        Oncology, Inc. and Ginger L. Graham.

10.2    Indemnification Agreement, dated as of June 13, 2013, between Clovis
        Oncology, Inc. and Keith Flaherty.

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