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MNOV > SEC Filings for MNOV > Form 8-K on 17-Jun-2013All Recent SEC Filings

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Form 8-K for MEDICINOVA INC


17-Jun-2013

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


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

On June 14, 2013, at the 2013 Annual Meeting of Stockholders of MediciNova, Inc. (the "Company") (the "Annual Meeting"), the Company's stockholders approved the MediciNova, Inc. 2013 Equity Incentive Plan (the "Plan"), under which a maximum of 2,500,000 shares of common stock are reserved for issuance pursuant to stock awards, plus any shares underlying outstanding stock awards that return to the share reserve, as further described in the Plan. The Plan had been previously approved, subject to stockholder approval, by the Board of Directors of the Company (the "Board"). The Plan became effective immediately upon stockholder approval at the Annual Meeting.

A summary of the material terms of the Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2013 (the "Proxy Statement"). That summary and the foregoing description are qualified in their entirety by reference to the text of the Plan, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.



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

Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

(a) To elect one Class III Director nominee named below to serve until the 2016 Annual Meeting of Stockholders. The named nominee was so elected, with the votes thereon at the Annual Meeting as follows:

Final Voting Results

Nominee For Withheld Broker Non-Vote Tatsuo Izumi 10,908,490 347,512 1,309,602

(b) To ratify the selection by the Audit Committee of the Board of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2013. This proposal was approved, with the votes thereon at the Annual Meeting as follows:

Final Voting Results

For Against Abstain Broker Non-Vote 12,333,061 140,125 92,218 200

(c) To approve, on an advisory basis, the compensation of the Company's named executive officers, as disclosed in the Proxy Statement. This proposal was approved, with votes thereon at the Annual Meeting as follows:

Final Voting Results

For Against Abstain Broker Non-Vote 10,663,360 452,319 140,323 1,309,602



(d) To indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers. The frequency of three years was approved, with the votes thereon at the Annual Meeting as follows:

Final Voting Results

One Year Two Years Three Years Abstain Broker Non-Vote 1,905,115 511,571 8,833,116 6,100 1,309,702

The Company has determined to hold an advisory vote on the compensation of the Company's named executive officers on an every three years basis until the next required vote on the frequency of stockholder votes on the compensation of the Company's named executive officers, consistent with the advisory vote of the stockholders.

(e) To approve the MediciNova, Inc. 2013 Equity Incentive Plan. This proposal was approved, with votes thereon at the Annual Meeting as follows:

Final Voting Results

For Against Abstain Broker Non-Vote 10,370,989 714,162 170,551 1,309,902



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 MediciNova, Inc. 2013 Equity Incentive Plan.


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