Form 8-K

 

 

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, 2012

 

 

Idera Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-31918   04-3072298

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

167 Sidney Street, Cambridge, Massachusetts   02139
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 679-5500

 

(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):

 

¨ 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.

On June 12, 2012, at the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Idera Pharmaceuticals, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 70,000,000 shares to 140,000,000 shares. The increase in the number of authorized shares of the Company’s common stock was effected pursuant to a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 13, 2012. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.

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

At the 2012 Annual Meeting, the Company’s stockholders voted on the following proposals:

1. The following nominees were elected to the Company’s Board of Directors as Class II directors for terms expiring at the 2015 annual meeting of stockholders.

 

     For      Withheld      Broker
Non-Votes
 

Robert W. Karr, M.D.

     12,622,865         5,452,451         3,680,299   

Malcolm MacCoss, Ph. D.

     17,884,143         191,173         3,680,299   

2. The amendment to the Company’s Restated Certificate of Incorporation was approved.

 

For:

     20,305,868   

Against:

     1,429,899   

Abstain:

     15,170   

Broker Non-Votes:

     4,678   

3. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.

 

For:

     17,674,908   

Against:

     392,374   

Abstain:

     8,084   

Broker Non-Votes:

     3,680,249   

4. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2012 was ratified.

 

For:

     21,725,846   

Against:

     26,298   

Abstain:

     3,471   


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

3.1    Certificate of Amendment to the Restated Certificate of Incorporation of Idera Pharmaceuticals, Inc.


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.

 

    Idera Pharmaceuticals, Inc.
Date: June 15, 2012     By:  

/s/ Louis J. Arcudi, III

      Louis J. Arcudi, III
      Senior Vice President of Operations, Chief Financial Officer, Treasurer and Secretary


EXHIBIT INDEX

 

Exhibit
No.

  

Description

3.1    Certificate of Amendment to the Restated Certificate of Incorporation of Idera Pharmaceuticals, Inc.