snss-8k_20180606.htm

 

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 6, 2018

 

SUNESIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-51531

 

94-3295878

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

395 Oyster Point Boulevard, Suite 400

South San Francisco, California

 

94080

(Address of principal executive offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (650) 266-3500

Not Applicable

(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))

Indicate by check mark whether the registrant is an emerging growth company 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.

The 2018 Annual Meeting of Stockholders, or the Annual Meeting, was held on June 6, 2018. Proxies for the Annual Meeting were solicited by the Board of Directors pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board of Directors’ solicitation. There were 34,371,173 shares of common stock entitled to vote at the Annual Meeting. A total of 28,964,379 shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the meeting were as follows:

Proposal No. 1

Steve R. Carchedi and Dayton Misfeldt were elected as Class I directors to hold office until the 2021 Annual Meeting of Shareholders by the following vote: 

Nominee

 

For

 

Withheld

 

Broker Non-votes

 

Steve R. Carchedi

 

 

20,832,346

 

    177,209

 

       8,052,381

 

Dayton Misfeldt

 

 

20,889,305

 

    120,251

 

       8,052,381

 

In addition to the directors elected above, James W. Young, Ph.D., Steven B. Ketchum, Ph.D. and Homer L. Pearce, Ph.D. will continue to serve as Class II directors until the 2019 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal, and David C. Stump, M.D. and H.Ward Wolff will continue to serve as Class III directors until the 2020 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal.

Proposal No. 2

The vote, on an advisory basis, of the compensation of our named executive officers as disclosed in the 2018 proxy statement, file with the Securities and Exchange Commission on April 25, 2018, was approved by the following vote: 

For

 

Against

 

Abstain

 

Broker Non-votes

 

          20,689,535

 

  140,763

 

178,874

 

8,052,381

 

Proposal No. 3

The filing and effectiveness of the Certificate of Amendment and the 2016 Reverse Stock Split was ratified by the following vote: 

For

 

Against

 

Abstain

 

Broker Non-votes

          20,103,623

 

  831,275

 

127,039

 

0

In accordance with the above results, the Certificate of Amendment and the 2016 Reverse Stock Split was ratified and the Company has filed a certificate of validation in respect of the Certificate of Amendment and the 2016 Reverse Stock Split with the Secretary of State of Delaware.

 

Proposal No. 4

The selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2018 was ratified by the following vote:

 

For

 

Against

 

Abstain

 

Broker Non-votes

          28,833,974

 

  210,159

 

17,804

 

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.

 

 

 

 

 

 

 

 

 

 

 

 

SUNESIS PHARMACEUTICALS, INC.

 

 

 

 

Dated: June 6, 2018

 

 

 

By:

 

/s/ Dayton Misfeldt

 

 

 

 

 

 

Dayton Misfeldt

 

 

 

 

 

 

Interim Chief Executive Officer