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ARIA > SEC Filings for ARIA > Form 8-K on 26-Jun-2014All Recent SEC Filings

Show all filings for ARIAD PHARMACEUTICALS INC

Form 8-K for ARIAD PHARMACEUTICALS INC


26-Jun-2014

Change in Directors or Principal Officers, Submission of Matters to a V


ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

(e) On June 25, 2014, the stockholders of ARIAD Pharmaceuticals, Inc. (the "Company") approved, at the Company's 2014 Annual Meeting of Stockholders, the adoption of the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan ("LTIP"). A brief description of the LTIP is set forth in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on May 9, 2014, under the heading "Proposal 3:
Approval of the Adoption of the ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan," and in definitive additional soliciting materials on Schedule 14A filed with the SEC on June 19, 2014, all of which are incorporated herein by reference. Such descriptions are qualified in their entirety by reference to the actual terms of the LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.



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

(a) On June 25, 2014, the Company held its 2014 Annual Meeting of Stockholders. Of the 186,798,293 shares of common stock issued and outstanding and eligible to vote as of the record date of April 28, 2014, a quorum of 151,528,166 shares, or approximately 81% of the eligible shares, was present in person or represented by proxy.

(b) The following actions were taken at such meeting:

Proposal 1. The following nominees were reelected to serve on the Company's Board of Directors as Class 2 Directors until the Company's 2017 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:

                                                                                     Broker
Nominee                     Votes For        Votes Against       Abstentions       Non-Votes
Jay R. LaMarche              74,544,544           9,343,310           929,302       66,711,010
Norbert G. Riedel, Ph.D.     75,925,983           7,981,986           909,187       66,711,010
Robert M. Whelan, Jr.        75,700,581           8,148,044           968,531       66,711,010

Proposal 2. The Section 382 Rights Agreement designed to preserve the substantial amount of the Company's net operating loss carry forwards and other tax benefits was approved, based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 46,766,358 37,681,728 369,070 66,711,010

Proposal 3. The Company's LTIP was approved, based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 43,211,116 40,295,141 1,310,899 66,711,010

Proposal 4. The amendments to the Company's Amended and Restated 1997 Employee Stock Purchase Plan, as amended, to increase the number of shares available for issuance thereunder and extend the term was approved, based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 77,042,374 6,907,346 867,436 66,711,010

Proposal 5. The compensation of the Company's named executive officers was approved, on an advisory basis, based on the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 45,898,189 37,501,017 1,417,950 66,711,010


Proposal 6. The selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2014 was ratified, based on the following results:

Votes For Votes Against Abstentions Broker Non-Votes 146,539,075 3,635,979 1,353,112 -



ITEM 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.       Description

10.1+       ARIAD Pharmaceuticals, Inc. 2014 Long-Term Incentive Plan
            (incorporated by reference to Appendix B of the Definitive Proxy
            Statement of ARIAD Pharmaceuticals, Inc. filed on May 9, 2014)

(+) Management contract or compensatory plan arrangement


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