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):   October 25, 2018
 
Array BioPharma Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-16633
 
84-1460811
(State or other jurisdiction
of incorporation)
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
3200 Walnut Street, Boulder, Colorado
 
80301
(Address of principal executive offices)
 
(Zip Code)
 
(303) 381-6600
(Registrant’s telephone number, including area code)
 
 
(Former name or former address, if changed since last report.)
 
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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act.   o  





  Item 5.03      Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On August 9, 2018, the Board of Directors of Array BioPharma Inc. (the “Company”) approved an amendment, subject to stockholder approval, to the Company’s Certificate of Incorporation to increase the number of shares of common stock reserved for issuance by the Company from 280,000,000 to 340,000,000. On October 25, 2018, the stockholders of the Company approved this amendment at the Company’s 2018 Annual Meeting of Stockholders (the “Annual Meeting”). The Certificate of Amendment to the Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on October 25, 2018, and became effective upon filing. A copy of the Certificate of Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 5.07      Submission of Matters To a Vote of Security Holders.
 
On October 25, 2018, the Company held its Annual Meeting. Below are detailed voting results on each matter voted on at the Annual Meeting, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting.
 
Proposal 1 : The Company’s stockholders elected two Class III Directors, each to serve for a three-year term expiring at the 2021 annual meeting of stockholders and until their respective successors have been duly elected and qualified. The votes regarding this proposal were as follows:
 
 
 
Votes For
 
Votes Against
 
Votes
Abstained
 
Broker
Non-Votes
 
Charles M. Baum, M.D., Ph.D.
 
107,451,910
 
48,847,479
 
5,344,731
 
29,443,676
 
Gwen A. Fyfe, M.D.
 
155,409,566
 
893,675
 
5,340,879
 
29,443,676
 
 
Proposal 2 : The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock authorized for issuance by the Company from 280,000,000 to 340,000,000 shares. The votes regarding this proposal were as follows:
 
Votes For
 
Votes Against
 
Votes
Abstained
 
Broker
Non-Votes
 
175,614,538
 
9,137,739
 
6,335,519
 
—
 
 
Proposal 3 : The Company’s stockholders approved the advisory vote on the compensation of the Company’s named executive officers. The votes regarding this proposal were as follows:
 
Votes For
 
Votes Against
 
Votes
Abstained
 
Broker
Non-Votes
 
152,819,326
 
3,302,939
 
5,521,855
 
29,443,676
 
 
 
Proposal 4 : The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2019. The votes regarding this proposal were as follows:
 
Votes For
 
Votes Against
 
Votes
Abstained
 
Broker
Non-Votes
 
184,056,112
 
1,487,588
 
5,544,096
 
—
 
 





Item 9.01    Financial Statements and Exhibits.

(d) Exhibits






SIGNATURE
 
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.
 
Date: October 25, 2018
Array BioPharma Inc.
 
 
 
 
By:
/s/ Jason Haddock
 
 
Jason Haddock
 
 
Chief Financial Officer







CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
ARRAY BIOPHARMA INC.
 
(Pursuant to Section 242 of the General Corporation Law of the State of Delaware)
 
Array BioPharma Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify as follows for the purpose of amending its Amended and Restated Certificate of Incorporation:
 
 
 
FIRST:
 
The name of the corporation is Array BioPharma Inc. (the “ Corporation ”).
 
 
 
SECOND:
 
That the board of directors of the Corporation duly adopted resolutions approving the following amendment to the Certificate of Incorporation (the “ Amendment ”) in accordance with the provisions of Section 242 of the DGCL, declaring such Amendment to be advisable and calling for the approval of the stockholders of the Corporation to such Amendment.
 
 
 
THIRD:
 
The Amendment was duly adopted and approved in accordance with the provisions of Section 242 of the DGCL by the required vote of stockholders of the Corporation at the 2018 Annual Meeting of Stockholders of the Corporation.
 
 
 
FOURTH:
 
That the Corporation’s Certificate of Incorporation is hereby amended as provided herein.
Section 4.1 shall be deleted in its entirety and replaced with the following:
 
 
 
 
 
4.1 Authorized Shares.  The total number of shares of all classes of stock that the Corporation shall have the authority to issue is 350,000,000 of which 340,000,000 shall be common stock, all of one class, having a par value of $.001 per share (the “ Common Stock ”), and 10,000,000 of such shares shall be Preferred Stock, having a par value of $.001 per share (the “ Preferred Stock ”).
 
 
 
FIFTH:
 
Except as expressly amended by this Amendment, the provisions of the Certificate of Incorporation shall remain in full force and effect.

* * * * * * *

IN WITNESS WHEREOF, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation of the Corporation has been executed this 25th day of October 2018.

ARRAY BIOPHARMA INC.

By: /s/ Curtis Oltmans
Curtis Oltmans,
Secretary