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NBIX > SEC Filings for NBIX > Form 8-K on 22-May-2014All Recent SEC Filings

Show all filings for NEUROCRINE BIOSCIENCES INC

Form 8-K for NEUROCRINE BIOSCIENCES INC


22-May-2014

Submission of Matters to a Vote of Security Holders


ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The 2014 Annual Meeting of Stockholders of Neurocrine Biosciences, Inc. (the "Annual Meeting") was held on May 22, 2014. As of the close of business on April 1, 2014, the record date for the Annual Meeting, there were 75,858,681 shares of common stock entitled to vote, of which there were 67,569,356 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on four matters: (i) the election of three Class III Directors for a term of three years expiring at the 2017 Annual Meeting of Stockholders, (ii) an advisory vote on the compensation paid to the Company's named executive officers, (iii) the approval of an amendment to the Company's 2011 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 7,000,000 to 8,500,000, and (iv) the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. The voting results were as follows:

Election of three Class III Directors for a term of three years expiring at the 2017 Annual Meeting of Stockholders

        Kevin C. Gorman          For       60,049,109       Withheld        1,060,784
        Gary A. Lyons            For       46,816,789       Withheld       14,293,104
        William H. Rastetter     For       54,249,506       Withheld        6,860,387

The three nominees for Class III Director were elected. Our Class I Directors, W. Thomas Mitchell and Joseph A. Mollica, continue in office until the 2015 Annual Meeting of Stockholders. The Class II Directors, Corinne H. Nevinny, Richard F. Pops and Stephen A. Sherwin, continue in office until the 2016 Annual Meeting of Stockholders.

There were 6,459,463 broker non-votes related to each of the three director nominees for election.

An advisory vote on the compensation paid to the named executive officers

Shares Voted: For 59,763,369 Against 1,276,649 Abstain 69,875 Percent of Voted: For 97.8 % Against 2.1 % Abstain 0.1 %

There were 6,459,463 broker non-votes for this proposal.

The compensation of the named executive officers was approved on an advisory basis.

Approval of an amendment to the 2011 Equity Incentive Plan

Shares Voted: For 58,713,910 Against 2,349,008 Abstain 46,975 Percent of Voted: For 96.1 % Against 3.8 % Abstain 0.1 %

There were 6,459,463 broker non-votes for this proposal.

The amendment to the 2011 Equity Incentive Plan was approved.

Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014

Shares Voted: For 66,499,039 Against 865,911 Abstain 204,406 Percent of Voted: For 98.4 % Against 1.3 % Abstain 0.3 %

The appointment of Ernst & Young LLP was ratified.


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