UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported) June 12, 2013
 
Progenics Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-23143
 
13-3379479
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
777 Old Saw Mill River Road, Tarrytown, New York
 
10591
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code (914) 789-2800
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
  
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

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

(b)  Progenics P harmaceuticals, Inc. directors Charles A. Baker and Kurt W. Briner did not stand for re-election to the Board at the Company's 2013 Annual Meeting of Stockholders held on June 12, at which time they ceased to be directors of the Company. Progenics expresses its appreciation for their over three decades of cumulative service as directors and Board committee leaders.

Item 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 12, upon approval of the Company's stockholders as reported in Item 5.07 below, Progenics amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock thereunder from 80 million to 160 million.

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 Company's charter to increase the number of authorized common shares from 80 million to 160 million, (iv) amendment of its 2005 Stock Incentive Plan to increase the number of common shares available for issuance from 8,450,000 to 10,450,000, and (v) ratification of the Board of Directors' selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2013. 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
 
 
 
 
 
 
 
 6,892,259
  Mark R. Baker
 
40,049,784
 
447,809
 
11,438
 
 
  Peter J. Crowley
 
40,077,128
 
420,615
 
11,288
 
 
  Stephen P. Goff
 
40,321,284
 
174,718
 
13,029
 
 
  Paul J. Maddon
 
39,545,970
 
952,365
 
10,696
 
 
  David A. Scheinberg
 
40,328,569
 
167,433
 
13,029
 
 
  Nicole S. Williams
 
40,374,109
 
127,817
 
7,105
 
 
 
 
 
 
 
 
 
 
 
2.  Advisory vote on compensation of named executive officers
 
40,210,580
 
287,188
 
11,263
 
6,892,259
 
 
 
 
 
 
 
 
 
3.  Charter amendment
 
29,748,753
 
17,558,796
 
93,741
 
0
 
 
 
 
 
 
 
 
 
4.  Stock Incentive Plan amendment
 
39,724,787
 
774,982
 
9,262
 
6,892,259
 
 
 
 
 
 
 
 
 
5.  Ratification of selection of Ernst & Young LLP
 
47,218,672
 
146,264
 
36,354
 
0

Item 9.01.
Financial Statements and Exhibits.

(d)   
Exhibits
 
Exhibit No.
Description

3.1

SIGNATURES
  
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
PROGENICS PHARMACEUTICALS, INC.
 
By:
/s/ ANGELO W. LOVALLO, JR.
 
 
Angelo W. Lovallo, Jr.
 
 
Vice President, Finance & Treasurer
 
 
(Principal Financial and Accounting Officer)
 
 
 
Date:  June 13, 2013


Exhibit 3.1
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PROGENICS PHARMACEUTICALS, INC.
______________________________

Pursuant to Section 245 of the General Corporation Law of the State of Delaware, the undersigned hereby certifies as follows:

FIRST:  The name of the corporation is Progenics Pharmaceuticals, Inc.

SECOND:  The original Certificate of Incorporation of the corporation was filed with the Secretary of State of Delaware on the 1st day of December, 1986.

THIRD:  A resolution proposing this amendment and restatement of the Certificate of Incorporation has been duly (a) adopted by the Board of Directors of the corporation, such resolution setting forth such amendment and restatement and declaring its advisability in accordance with Sections 245 and 242 of the General Corporation Law of the State of Delaware, and (b) approved by the stockholders of the corporation in accordance with Section 242 of such Law.

FOURTH:  This amendment and restatement of the Certificate of Incorporation restates the provisions of the original Certificate of Incorporation as theretofore amended and supplemented and amends Article IV(A) thereof to be and read in its entirety as set forth below.

FIFTH:  The text of the Certificate of Incorporation of Progenics Pharmaceuticals, Inc. is hereby amended and restated, as follows:

ARTICLE I

The name of the corporation is PROGENICS PHARMACEUTICALS, INC.

ARTICLE II

The corporation's registered office is located at 2711 Centerville Road, Suite 400, in the City of Wilmington, in the County of New Castle, in the State of Delaware. The name of its registered agent at that address is Corporation Service Company.

ARTICLE III

The purpose of the corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

ARTICLE IV

(A)   Total Number of Shares of Stock. The total number of shares of stock of all classes that the Corporation shall have authority to issue is one hundred eighty million (180,000,000) shares. The authorized capital stock is divided into twenty million (20,000,000) Preferred Shares of the par value $.001 each and one hundred sixty million (160,000,000) shares of Common Stock of the par value of $.0013 each. Subject to all of the rights of the Preferred Shares provided for by resolution or resolutions of the Board of Directors pursuant to this Article IV or by the General Corporation Law of Delaware, the holders of Common Stock shall have full voting powers on all matters requiring stockholder action, each share of such Common Stock being entitled to one vote, and have equal rights of participation in the dividends and assets of the Corporation.
 

(B)   Preferred Shares. The Preferred Shares may be issued from time to time in one or more series, the shares of each series to have such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed herein or in the resolution or resolutions providing for the issue of such series, adopted by the Board of Directors as hereinafter provided.

(1)
Authority is hereby expressly granted to the Board of Directors of the Corporation, subject to the provisions of this Article IV and to the limitations prescribed by the General Corporation Law of Delaware, to authorize the issue of one or more series of Preferred Shares, and with respect to each such series to fix by resolution or resolutions providing for the issue of such series the voting powers, full or limited, if any, of the shares of such series and the designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, the determination or fixing of the following:

 
 
 
(a)
  The designation of such series;
 
 
 
 
(b)
  The dividend rate of such series, the conditions and dates upon which such dividends shall be payable, the relationship which such dividends shall bear to the dividends payable on any other class or classes of stock or any other series of any class of stock of the Corporation, and whether such dividends shall be cumulative or non-cumulative;

 
 
 
(c)
Whether the shares of such series shall be subject to redemption by the Corporation and, if made subject to such redemption, the times, prices and other terms and conditions of such redemption;

 
 
 
(d)
The terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;

 
 
 
(e)
Whether or not the shares of such series shall be convertible into or exchangeable for shares of any other class or classes of any stock or any other series of any class of stock of the Corporation, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments, and other terms and conditions of such conversion or exchange;

 
 
 
(f)
The extent, if any, to which the holders of shares of such series shall be entitled to vote with respect to the election of directors or otherwise;

 
 
 
(g)
The restrictions, if any, on the issue or reissue of any additional Preferred Shares;

 
 
 
(h)
The rights of the holders of the shares of such series upon the voluntary or involuntary liquidation, dissolution or winding up of the affairs of, or upon the distribution of the assets of, the Corporation; and

 
 
 
(i)
Any other rights, preferences or limitations of the shares of such series consistent with the provisions hereof governing the Preferred Shares.

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ARTICLE V

The By-Laws of the corporation may be made, altered, amended, changed, added to or repealed by the Board of Directors without the assent or vote of the stockholders. Elections of directors need not be by ballot unless the By-Laws so provide.
 
ARTICLE VI

The personal liability of the directors of the corporation is hereby eliminated to the fullest extent permitted by paragraph (7) of subsection (b) of §102 of the General Corporation Law of the State of Delaware, as the same may be amended and supplemented.

ARTICLE VII

The corporation shall, to the full extent permitted by Section 145 of the General Corporation Law of the State of Delaware, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.

ARTICLE VIII

The corporation reserves the right to amend, alter, change or repeal any provision contained in this certificate in the manner now or hereafter prescribed by law, and all rights and powers conferred herein on stockholders, directors and officers are subject to this reserved power.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been signed by the Corporation, as of the 12th day of June, 2013.

 
PROGENICS PHARMACEUTICALS, INC.
 
By:
/s/ Mark R. Baker
 
 
Name:  Mark R. Baker
 
 
Title:  Chief Executive Officer


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