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Chelsea Therapeutics International 8-K 2013

Documents found in this filing:

  1. 8-K
  2. Ex-3.1
  3. Ex-3.1





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): June 11, 2013


Chelsea TherapEUtics International, Ltd.
(Exact name of registrant as specified in its charter)



Delaware 000-51462 20-3174202

(State or other jurisdiction of


(Commission File Number) (IRS Employer ID Number)



3530 Toringdon Way, Suite 200, Charlotte, North Carolina 28277
(Address of principal executive offices) (Zip Code)



Registrant’s 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 (see General Instruction A.2. below):


¨ 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))




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


On June 11, 2013, Chelsea Therapeutics International, Ltd. (the “Company”) held its Annual Meeting of Stockholders for fiscal year 2013 (the “Annual Meeting”). There were represented at the Annual Meeting, either in person or by proxy, 44,423,961 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) out of a total number of 67,085,154 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.


Proposal 1. – Election of Director. Proposal 1 was a proposal to elect four members to the Company’s board of directors for a one-year term expiring at the annual meeting of stockholders for fiscal year 2014. Each nominee for director was elected, as set forth below:


Nominee For Withheld Broker Non-Votes
Michael Weiser  15,982,924  583,983  27,986,104
Kevan Clemens  15,975,756  591,151  27,986,104
William D. Rueckert  15,986,291  580,616  27,986,104
Roger Stoll  15,976,441  590,466  27,986,104


Proposal 2. – Amendment of Certificate of Incorporation. Proposal 2 was a proposal to approve the amendment of the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s capital stock from 105,000,000 shares to 205,000,000 shares and to increase the number of authorized shares of Common Stock from 100,000,000 shares to 200,000,000 shares. To be approved, the proposal required the affirmative vote of the holders of at least a majority of the outstanding shares of the Common Stock issued and outstanding on the record date. The proposal was approved and a Certificate of Amendment giving effect to the increases in authorized shares was subsequently filed on June 11, 2013 with the Secretary of State of the State of Delaware and was effective immediately upon filing.


For Against Abstain
 36,325,572  7,968,248 130,141


Proposal 3. – Advisory Vote on Executive Compensation. Proposal 3 was a proposal to approve an advisory resolution approving the compensation of the Company’s named executive officers as presented in the Company’s proxy statement related to the Annual Meeting. The proposal was approved.


For Against Abstain Broker Non-Votes
10,514,116 5,577,623 475,168 27,857,054


Proposal 4. – Ratification of Appointment of Auditors. Proposal 4 was a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The proposal was approved.


For Against Abstain
43,872,294 378,220 173,447



Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.Description


3.1Certificate of Amendment to Certificate of Incorporation, as amended.






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.




  By:  /s/ J. Nick Riehle
    J. Nick Riehle
Chief Financial Officer


Dated: June 11, 2013





Index to Exhibits



Exhibit No.Description


3.1Certificate of Amendment to Certificate of Incorporation, as amended.






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