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BCRX > SEC Filings for BCRX > Form 8-K on 5-May-2014All Recent SEC Filings

Show all filings for BIOCRYST PHARMACEUTICALS INC

Form 8-K for BIOCRYST PHARMACEUTICALS INC


5-May-2014

Change in Directors or Principal Officers, Submission of Matters to


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

At the Annual Meeting of Stockholders (the "Annual Meeting") of BioCryst Pharmaceuticals, Inc. (the "Company"), stockholders of the Company approved a proposal to (1) amend the Company's Stock Incentive Plan (the "Stock Incentive Plan") to increase the number of shares available for issuance under the Stock Incentive Plan by 3,750,000 shares to 13,375,708 shares as of March 10, 2014 and
(2) approve the performance goals under the Stock Incentive Plan to preserve the Company's ability to grant awards that meet the requirements for "performance-based compensation" under Section 162(m) of the Internal Revenue Code by the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting in person or by proxy and entitled to vote. A detailed description of the Amended and Restated Stock Incentive Plan is included in the Company's Definitive Proxy Statement, filed March 21, 2014. A copy of the Amended and Restated Stock Incentive Plan is attached as Exhibit 10.1 and is incorporated herein by reference.

Stockholders of the Company also approved a proposal to increase the number of shares available for issuance under the Company's Employee Stock Purchase Plan (the "ESPP") by 500,000 shares to 559,176 shares as of March 10, 2014 by the affirmative vote of a majority of the shares of common stock represented at the Annual Meeting in person or by proxy and entitled to vote. A detailed description of the Amended and Restated Stock Incentive Plan is included in the Company's Definitive Proxy Statement, filed March 21, 2014. A copy of the Amended and Restated ESPP is attached as Exhibit 10.2 and is incorporated herein by reference.



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

The Company's Annual Meeting was held on May 2, 2014 for the purpose of:
(i) electing three directors to serve for a term of three years and until a successor is duly elected and qualified; (ii) ratifying the selection of Ernst & Young LLP as the Company's independent registered public accountants for 2014; (iii) holding an advisory vote regarding executive compensation;
(iv) approving an amendment to the Stock Incentive Plan to (A) increase the number of shares available for issuance under the Stock Incentive Plan by 3,750,000 shares to 13,375,708 shares as of March 10, 2014 and (B) approve the performance goals under the Stock Incentive Plan to preserve the Company's ability to grant awards that meet the requirements for "performance-based compensation" under Section 162(m) of the Internal Revenue Code; (v) approving an amendment to the Employee Stock Purchase Plan to increase the number of shares available for issuance under the Employee Stock Purchase Plan by 500,000 shares to 559,176 shares as of March 10, 2014; (vi) approving an amendment to the Company's Certificate of Incorporation to increase the authorized common stock of the Company from 95,000,000 shares to 200,000,000 shares; and
(vii) transacting such other business properly brought before the meeting.

The nominees for director were elected by the following votes:

                                              FOR          WITHHELD

                  George B. Abercrombie     38,068,670       680,073


                  Stanley C. Erck           38,075,895       672,848


                  Jon P. Stonehouse         38,051,357       697,386

In addition, there were 16,309,367 broker non-votes for each director.


The proposed ratification of the selection of Ernst & Young LLP as the Company's independent registered public accountants for 2014 was approved by the following votes:

                              FOR         54,054,004


                              AGAINST        453,548


                              ABSTAIN        550,558

The proposed advisory resolution regarding executive compensation was approved by the following votes:

                         FOR                  37,015,251


                         AGAINST               1,100,597


                         ABSTAIN                 632,895


                         BROKER NON-VOTES     16,309,367

The proposed amendment to the Company's Stock Incentive Plan to increase the number of shares available for issuance and to approve the performance goals under the Stock Incentive Plan was approved by the following votes:

                         FOR                  27,450,799


                         AGAINST              10,721,727


                         ABSTAIN                 576,217


                         BROKER NON-VOTES     16,309,367

The proposed increase in the number of shares available for issuance under the Company's Employee Stock Purchase Plan was approved by the following votes:

                         FOR                  37,462,428


                         AGAINST                 719,632


                         ABSTAIN                 566,683


                         BROKER NON-VOTES     16,309,367


The proposed amendment to the Company's Certificate of Incorporation to increase the authorized common stock of the Company from 95,000,000 shares to 200,000,000 shares was approved by the following votes:

                              FOR         38,429,480


                              AGAINST     10,151,695


                              ABSTAIN      6,476,935

There was no other business voted upon at the Annual Meeting.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.        Description

10.1         BioCryst Pharmaceuticals, Inc. Amended and Restated Stock Incentive
             Plan

10.2         BioCryst Pharmaceuticals, Inc. Amended and Restated Employee Stock
             Purchase Plan


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