Chelsea Therapeutics International 8-K 2011
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2011
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code (704) 341-1516
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:
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2011 annual meeting of stockholders for Chelsea Therapeutics International, Ltd. was held on May 18, 2011.
At the meeting, our stockholders elected seven members to our board of directors for a term expiring at the annual meeting of stockholders in 2012, as follows:
Our stockholders approved the advisory resolution approving the compensation of our named executive officers as presented in the Companys proxy statement related to the annual meeting. The vote for such proposal was 37,696,818 shares for, 9,034,985 shares against (including abstentions) and 9,504,659 broker non-votes.
In the advisory vote on the frequency with which executive compensation will be subject to future advisory stockholder votes, our stockholders approved the option of every year. The vote for such proposal was 42,339,776 shares for every year, 2,752,940 shares for every two years, 1,610,190 shares for every three years, 28,897 shares in abstention and 9,504,659 broker non-votes.
In accordance with the Boards recommendation as set forth in the 2011 Proxy Statement, and based on the voting results for this proposal, the Company determined that an advisory vote to approve the compensation of the named executive officers of the Company will be conducted on an annual basis, unless and until changed, including potentially pursuant to the next advisory vote on this matter.
At the meeting, our stockholders also approved the amendment to our 2004 Stock Plan, as amended to increase the number of shares of common stock reserved for issuance thereunder from 6,200,000 shares to 7,400,000 shares. The vote for such approval was 32,245,568 shares for, 14,486,235 shares against (including abstentions) and 9,504,659 broker non-votes.
At the meeting, our stockholders also ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2011. The vote for such ratification was 56,134,685 shares for and 101,777 shares against (including abstentions).
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.