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OPTR > SEC Filings for OPTR > Form 8-K on 23-Oct-2013All Recent SEC Filings

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

Form 8-K for OPTIMER PHARMACEUTICALS INC


23-Oct-2013

Submission of Matters to a Vote of Security Holders


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

(a) Optimer Pharmaceuticals, Inc., a Delaware corporation ("Optimer"), held a special meeting of Optimer stockholders on October 23, 2013 (the "Special Meeting"). At the Special Meeting, Optimer stockholders adopted the Agreement and Plan of Merger, dated as of July 30, 2013 (the "Merger Agreement"), among Optimer, Cubist Pharmaceuticals, Inc. and PDRS Corporation. Sufficient votes were received to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were not sufficient votes to adopt the Merger Agreement, but an adjournment was not necessary in light of the adoption of the Merger Agreement. In addition, Optimer stockholders did not approve, by non-binding, advisory vote, certain compensation arrangements for Optimer's named executive officers in connection with the merger contemplated by the Merger Agreement.

(b) There were 49,208,415 shares of Optimer common stock issued and outstanding on the record date and entitled to vote at the Special Meeting and 36,952,924 shares were represented in person or by proxy at the Special Meeting, which constituted a quorum to conduct business at the Special Meeting. The items voted upon at the Special Meeting and the final voting results for each proposal were as follows:

1. To adopt the Agreement and Plan of Merger, dated as of July 30, 2013, as it may be amended from time to time, among Optimer, Cubist Pharmaceuticals, Inc. and PDRS Corporation.

For Against Abstain Broker Non-Votes 36,488,823 313,783 141,386 8,932

2. To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt the Agreement and Plan of Merger.

For Against Abstain Broker Non-Votes 33,924,538 2,889,867 138,519 0

3. To approve, by non-binding, advisory vote, certain compensation arrangements for Optimer's named executive officers in connection with the merger contemplated by the Agreement and Plan of Merger.

For Against Abstain Broker Non-Votes 16,989,290 18,999,496 955,206 8,932

(c) Not applicable.

(d) Not applicable.


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