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): June 13, 2016
PUMA BIOTECHNOLOGY, INC.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35703 | 77-0683487 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
10880 Wilshire Boulevard, Suite 2150
Los Angeles, California 90024
(Address of principal executive offices) (Zip Code)
(424) 248-6500
(Registrant’s telephone number, including area code)
N/A
(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:
| ¨ | 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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As disclosed in Item 5.07 below, on June 13, 2016, at the 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) of Puma Biotechnology, Inc., a Delaware corporation (the “Company”), the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), deleting Article 8 of the Certificate of Incorporation, which eliminates the mandatory indemnification of all persons covered by Section 145 of the General Corporation Law of the State of Delaware. The Second Amended and Restated Certificate of Incorporation of the Company, which integrates the approved amendment to the Certificate of Incorporation, became effective upon its filing with the Secretary of State of the State of Delaware on June 14, 2016. The foregoing description is qualified in its entirety by the full text of the Second Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The 2016 Annual Meeting was held at 1:00 p.m. Pacific Daylight Time on June 13, 2016 at the Luxe Sunset Boulevard Hotel in Los Angeles, California.
(b) The following proposals were voted upon at the 2016 Annual Meeting and the final voting results with respect to each such proposal are set forth below:
| Proposal 1: | The stockholders elected the five nominated directors identified below, each to serve and to hold office for a one-year term until the close of the Company’s next annual meeting of stockholders in 2017, or until a successor has been duly elected and qualified or until their earlier resignation or removal. |
| Nominee | For | Withheld |
Broker Non-Votes |
|||||
|
Alan H. Auerbach |
27,604,476 | 260,673 | 1,437,300 | |||||
|
Jay M. Moyes |
27,229,332 | 635,817 | 1,437,300 | |||||
|
Adrian M. Senderowicz |
27,483,717 | 381,432 | 1,437,300 | |||||
|
Troy E. Wilson |
27,435,231 | 429,918 | 1,437,300 | |||||
|
Frank E. Zavrl |
27,608,138 | 257,011 | 1,437,300 | |||||
| Proposal 2: | The stockholders ratified the selection of PKF Certified Public Accountants, a Professional Corporation, as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2016. |
| For | Against | Abstain |
Broker Non-Votes |
|||
|
28,964,928 |
28,535 | 308,986 | 0 |
| Proposal 3: | The stockholders did not approve an amendment to the Company’s Certificate of Incorporation to eliminate the ability of stockholders to act by written consent. |
| For | Against | Abstain |
Broker Non-Votes |
|||
|
12,368,720 |
15,478,899 | 17,530 | 1,437,300 |
| Proposal 4: | The stockholders approved an amendment to the Company’s Certificate of Incorporation to eliminate the mandatory indemnification of all persons covered by Section 145 of the General Corporation Law of the State of Delaware. |
| For | Against | Abstain |
Broker Non-Votes |
|||
|
28,789,555 |
197,024 | 315,870 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 3.1 | Second Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on June 14, 2016 |
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.
| PUMA BIOTECHNOLOGY, INC. | ||||
| Date: June 15, 2016 | By: | /s/ Alan H. Auerbach | ||
| Alan H. Auerbach | ||||
| Chief Executive Officer and President | ||||
EXHIBIT INDEX
|
Exhibit No. |
Description |
|
| 3.1 | Second Amended and Restated Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware on June 14, 2016 |
Exhibit 3.1
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PUMA BIOTECHNOLOGY, INC.,
a Delaware Corporation
The undersigned does hereby certify on behalf of Puma Biotechnology, Inc. (the “ Corporation ”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), as follows:
FIRST : That the undersigned is the duly elected and acting President and Chief Executive Officer of the Corporation.
SECOND : That the original name of the Corporation was Innovative Acquisitions Corp. and the original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on April 27, 2007 and amended and restated on November 14, 2011.
THIRD : That pursuant to Sections 242 and 245 of the DGCL, the Amended and Restated Certificate of Incorporation of the Corporation is hereby amended, integrated and restated in its entirety as set forth in Exhibit A hereto.
FOURTH : That the Second Amended and Restated Certificate of Incorporation of the Corporation as set forth in Exhibit A hereto has been duly adopted and approved by the board of directors and stockholders of the Corporation in accordance with the applicable provisions of Sections 141, 242 and 245 of the DGCL.
Executed in Los Angeles, California on this 14 th day of June, 2016.
| By: | /s/ Alan H. Auerbach | |
| Alan H. Auerbach, | ||
| President and Chief Executive Officer | ||
EXHIBIT A
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
PUMA BIOTECHNOLOGY, INC.
1. The name of the corporation is Puma Biotechnology, Inc. (the “ Corporation ”).
2. The address of its registered office in the State of Delaware is 2711 Centerville Road, Suite 400, Wilmington, Delaware 19808, County of New Castle. The name of its registered agent at such address is the Corporation Service Company.
3. The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware (the “ DGCL ”).
4. The Corporation is to have perpetual existence.
5. The total number of shares of capital stock which the Corporation shall have authority to issue is one hundred million (100,000,000), all of which are designated as common stock at $0.0001 par value (the “ Common Stock ”).
Holders of shares of Common Stock shall be entitled to cast one vote for each share held at all stockholders’ meetings for all purposes, including the election of directors. The Common Stock does not have cumulative voting rights.
6. The Board of Directors shall have the power to adopt, amend or repeal the bylaws of the Corporation.
7. No director shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law, (i) for breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. If the DGCL hereafter is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the Corporation, in addition to the limitation on personal liability provided herein, shall be limited to the fullest extent permitted by the amended DGCL. No amendment to or repeal of this Article 7 shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.