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

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Form 8-K for SYNTA PHARMACEUTICALS CORP


17-Jun-2013

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submi


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

On June 13, 2013, Synta Pharmaceuticals Corp. (the "Company") filed a certificate of amendment to its Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the Company's authorized shares of common stock from 100,000,000 to 200,000,000. The certificate of amendment became effective upon filing. A copy of the certificate of amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.



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

At the Company's annual meeting of stockholders on June 13, 2013 (the "Annual Meeting"), at which a quorum was present, the stockholders of the Company voted on and approved the following matters, which are described in detail in the Company's Definitive Proxy Statement filed with the Securities and Exchange Commission on April 29, 2013 (the "Proxy Statement"): (1) to elect Safi R. Bahcall, Ph.D. and Bruce Kovner as Class III directors to each serve for a three-year term expiring at the Company's annual meeting of stockholders in 2016, and until their successors have been elected and qualified, or until their earlier death, resignation, retirement or removal ("Proposal 1"); (2) to approve an amendment to the Company's Restated Certificate of Incorporation to increase the Company's authorized shares of common stock from 100,000,000 to 200,000,000 ("Proposal 2"); (3) to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 ("Proposal 3"); (4) to approve, on an advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement ("Proposal 4"); and (5) to approve, on an advisory basis, to hold an advisory vote on the compensation of the Company's named executive officers every year ("Proposal 5").

The tabulation of votes with respect to the proposals was as follows:

Proposal 1 - Election of Directors:



                            For       Withheld   Broker Non-Votes
Safi R. Bahcall, Ph.D.   46,088,942     73,398         15,559,550
Bruce Kovner             45,926,472    235,868         15,559,550

Proposal 2 - Amendment of the Company's Restated Certificate of Incorporation:

For Against Abstain
59,380,579 2,296,189 45,122

Proposal 3 - Ratification of Independent Registered Public Accounting Firm:

For Against Abstain
61,621,364 15,314 85,212

Proposal 4 - Advisory Vote on Approval of Executive Compensation:

For Against Abstain Broker Non-Votes 45,915,795 203,448 43,097 15,559,550


Proposal 5 - Advisory Vote on Approval of the Frequency of Holding an Advisory Vote on the Compensation of Named Executive Officers:

Every Year Every 2 Years Every 3 Years Abstain Broker Non-Votes 42,248,975 879,835 3,019,116 14,414 15,559,550

Consistent with the recommendation of the board of directors in the Proxy Statement and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the earlier of
(i) the next required vote on the frequency of such advisory vote, which is currently expected to be held at our 2019 annual meeting of stockholders; or
(ii) such date that the board of directors decides to hold the next stockholder advisory vote on the frequency of such advisory votes.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number                                  Description

3.1        Certificate of Amendment to the Restated Certificate of Incorporation
           of Synta Pharmaceuticals Corp.


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