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 23, 2011

 

 

DURECT CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-31615   94-3297098

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

2 Results Way

Cupertino, CA 95014

(Address of principal executive offices) (Zip code)

(408) 777-1417

(Registrant’s telephone number, including area code)

 

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of DURECT Corporation (the “Company”), held on June 23, 2011, the Company’s stockholders approved an amendment to the Company’s 2000 Stock Plan (the “2000 Stock Plan”) to increase the number of shares of the Company’s common stock available for issuance under the 2000 Stock Plan by 5,500,000 shares.

The foregoing description of the amendments to the 2000 Stock Plan is only a summary and is qualified in its entirety by the full text of the 2000 Stock Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

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

At the Annual Meeting held on June 23, 2011, there were 80,950,466 shares represented to vote either in person or by proxy, or 92.70% of the outstanding shares, which represented a quorum. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Proposal 1: Election of Directors.

David R. Hoffmann and Jon S. Saxe were elected as Class II directors for a term of three years. The voting for each director was as follows:

 

     For      Withheld      Broker Non-Vote  

David R. Hoffmann

      50,970,783         9,333,385         20,646,298   

Jon S. Saxe

      51,511,337         8,792,831         20,646,298   

Proposal 2: An amendment to the 2000 Stock Plan to increase the number of shares of the Company’s Common Stock available for issuance by 5,500,000 shares

The amendment to the 2000 Stock Plan was approved based upon the following votes:

 

For

   

Against

   

Abstain

   

Broker Non-Vote

33,342,235

    26,675,339    286,594    20,646,298

Proposal 3: Say on Pay – An advisory vote on the approval of executive compensation

The Company’s executive compensation was approved on a non-binding, advisory basis based upon the following votes:

 

For

   

Against

   

Abstain

   

Broker Non-Vote

59,112,933

    1,115,208    76,027    20,646,298

Proposal 4: Say When on Pay – An advisory vote on the approval of the frequency of stockholder votes on executive compensation

The proposal on the frequency of future advisory votes on executive compensation received the following votes:

 

1 Year

   

2 Years

   

3 Years

   

Abstain

   

Broker Non-Vote

51,407,087

    3,005,988    5,827,363    63,730    20,646,298

Proposal 5: Ratification of Appointment of Independent Registered Public Accounting Firm for the Company for the Current Fiscal Year

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2011 was ratified based upon the following votes:

 

For

   

Against

   

Abstain

   

Broker Non-Vote

79,887,145

    967,987    95,334    0

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit

   

Description

10.1    DURECT Corporation 2000 Stock Plan, as amended.

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.

 

  DURECT Corporation
Date: June 27, 2011   By:  

/s/ James E. Brown

        James E. Brown
        President and Chief Executive Officer