UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 12, 2020

 

Idera Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter) 

 

Delaware

(State or Other

Jurisdiction of

Incorporation)

 

001-31918

(Commission File

Number)

 

04-3072298

(I.R.S. Employer

Identification No.)

 

505 Eagleview Blvd., Suite 212    
Exton, Pennsylvania   19341
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (484) 348-1600

 

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):

 

   
¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)).
¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c)).

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class Trading Symbol(s) Name of each exchange on which
registered
Common Stock, par value $0.001
per share
IDRA Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 ¨

 

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. ¨

 

 

 

 

 

 

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

 

At the 2020 Annual Meeting of Stockholders of Idera Pharmaceuticals, Inc. (the “Company”) held on May 12, 2020 (the “2020 Annual Meeting”), a total of 22,848,193 shares were represented in person or by proxy, which represented a quorum. At the 2020 Annual Meeting, the stockholders of the Company voted on (1) the election of three Class I directors for terms to expire at the Company’s 2023 annual meeting of stockholders, (2) approval, on a non-binding basis, of the compensation of the Company’s named executive officers for 2019, (3) approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock, and (4) the ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting results on these proposals were as follows:

 

Proposal 1. Elect three Class I directors for terms to expire at the Company’s 2023 annual meeting of stockholders.

 

Nominee

 

  Votes For   Withheld   Broker Non-Votes

Cristina Csimma, PharmD, MHP

 

  14,786,331   190,236   7,871,626

Michael R. Dougherty

 

  14,792,400   184,167   7,871,626

Vincent J. Milano

 

  14,773,920   202,647   7,871,626

 

 

Proposal 2. Approve, on a non-binding basis, of the compensation of the Company’s named executive officers for 2019.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
14,324,589   568,872   83,106   7,871,626

 

Proposal 3. Approve an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
21,038,637   1,554,593   254,963   0

 

Proposal 4. Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020.

 

Votes For   Votes Against   Abstentions   Broker Non-Votes
22,502,253   271,777   74,163   0

 

 

 

 

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.

 

 

  IDERA PHARMACEUTICALS, INC.
   
  By: /s/ Bryant D. Lim                            
    Bryant D. Lim
    Senior V.P., General Counsel

 

Dated: May 14, 2020