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PGNX > SEC Filings for PGNX > Form 8-K on 18-Jun-2014All Recent SEC Filings




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.

(e) As previously reported in the proxy materials for its 2014 Annual Meeting of Stockholders held on June 17, Progenics' Board of Directors previously approved, subject to stockholder approval, and its stockholders approved at the Annual Meeting, amendment of the Company's 2005 Stock Incentive Plan to extend its expiration date to March 25, 2024 and increase the number of common shares available for issuance from 10,450,000 to 11,450,000. A copy of the Plan is filed as Exhibit 10.1 hereto and is incorporated into this Item 5.02 by this reference.

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

At the Annual Meeting, stockholders voted on (i) the election of directors; (ii) an advisory vote on the compensation of the Company's named executive officers,
(iii) amendment of the 2005 Stock Incentive Plan as described above, and (iv) ratification of the Board of Directors' selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014. The number of votes cast for and against, and abstentions and broker non-votes with respect to each matter are set forth below.

                                       For        Against      Abstain    Broker Non-Votes
 1.  Election of Directors                                                   15,913,841
 Mark R. Baker                     35,399,892     418,755      46,327
 Peter J. Crowley                  33,897,398    1,928,149     39,427
 Karen J. Ferrante                 35,644,137     180,859      39,978
 Michael D. Kishbauch              35,433,840     391,257      39,877
 Paul J. Maddon                    35,391,009     434,138      39,827
 David A. Scheinberg               35,407,416     418,131      39,427
 Nicole S. Williams                35,169,358     654,929      40,687

2.  Advisory vote on
compensation of named executive
officers                           35,573,514     257,973      33,487        15,913,841

3.  Stock Incentive Plan
amendment                          35,182,109     651,746      31,119        15,913,841

4.  Ratification of selection of
Ernst & Young LLP                  51,631,912     118,169      28,734            0

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

10.1 2005 Stock Incentive Plan, as amended effective June 17, 2014.

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