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HRTX > SEC Filings for HRTX > Form 8-K on 29-May-2014All Recent SEC Filings

Show all filings for HERON THERAPEUTICS, INC. /DE/

Form 8-K for HERON THERAPEUTICS, INC. /DE/


29-May-2014

Submission of Matters to a Vote of Security Holders


ITEM 5.7 Submission of Matters to a Vote of Security Holders.

On May 27, 2014, Heron Therapeutics, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders. Five proposals were voted on at the meeting: (1) the election of each of Kevin C. Tang, Stephen R. Davis, Barry D. Quart, Pharm.D., Robert H. Rosen, Craig A. Johnson, Kimberly J. Manhard and John W. Poyhonen as directors to serve until the 2015 Annual Meeting of Stockholders; (2) the ratification of the appointment of OUM & Co. LLP as the Company's independent registered public accounting firm for the year ending December 31, 2014; (3) an advisory vote on the approval of the Company's executive compensation; (4) an amendment of the Company's 2007 Amended and Restated Equity Incentive Plan to increase the shares of common stock authorized for issuance thereunder from 4,750,000 to 6,500,000 shares; and (5) an amendment of the Company's 1997 Employee Stock Purchase Plan, as amended, to increase the shares of common stock authorized for issuance there under from 50,000 to 75,000 shares.

Only stockholders of record as of the close of business on March 28, 2014 were entitled to vote at the 2014 Annual Meeting. As of March 28, 2014, 23,896,009 shares of common stock of the Company were outstanding and entitled to vote at the 2014 Annual Meeting. At the 2014 Annual Meeting, 22,073,162 shares of common stock of the Company were represented by proxy constituting a quorum for the meeting.

The votes with respect to each of the proposals are set forth below.

Election of Seven Directors to Serve until the 2015 Annual Meeting:

      Name of Director Nominees       For          Withheld       Broker Non-Votes
      Kevin C. Tang                 16,320,990       815,276              4,936,896
      Stephen R. Davis              16,732,438       403,828              4,936,896
      Barry D. Quart, Pharm.D.      17,128,794         7,472              4,936,896
      Robert H. Rosen               17,114,615        21,651              4,936,896
      Craig A. Johnson              17,125,976        10,290              4,936,896
      Kimberly J. Manhard           17,132,799         3,467              4,936,896
      John W. Poyhonen              17,132,795         3,471              4,936,896

Ratification of the appointment of OUM & Co. LLP as the Company's Independent Registered Public Accounting Firm for the Year Ended December 31, 2014:

For Against Abstain Broker Non-Votes 20,848,758 1,196,376 28,028 0

Advisory vote on the Company's executive compensation:

For Against Abstain Broker Non-Votes 16,258,793 869,075 8,398 4,936,896

Amend the Company's 2007 Amended and Restated Equity Incentive Plan to increase the shares of common stock authorized for issuance thereunder from 4,750,000 to 6,500,000 shares:

For Against Abstain Broker Non-Votes 13,191,405 2,082,564 1,862,297 4,936,896

Amend the Company's 1997 Employee Stock Purchase Plan, as amended to increase the shares of common stock authorized for issuance there under from 50,000 to 75,000 shares:

For Against Abstain Broker Non-Votes 14,813,308 460,269 1,862,689 4,936,896


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