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 10, 2013
Regulus Therapeutics Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35670 | 26-4738379 | ||
| (State of incorporation) | (Commission File No.) |
(IRS Employer Identification No.) |
| 3545 John Hopkins Court Suite 210 San Diego, CA |
92121 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (858) 202-6300
N/A
(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 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Regulus Therapeutics Inc. (the “Company”) was held on June 10, 2013. As of April 11, 2013, the record date for the Annual Meeting, 35,982,358 shares of common stock were issued and outstanding. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
Proposal 1. Election of Directors
The Company’s stockholders elected the nine persons listed below as directors, each to serve until the Company’s 2014 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The final voting results were as follows:
| Votes For | Votes Withheld |
Broker Non-Votes |
||||||||||
| David Baltimore, Ph.D. |
26,512,055 | 318,333 | 3,155,807 | |||||||||
| Bruce L.A. Carter, Ph.D. |
26,795,809 | 34,579 | 3,155,807 | |||||||||
| Mark G. Foletta |
26,791,804 | 38,584 | 3,155,807 | |||||||||
| John Maraganore, Ph.D. |
25,623,333 | 1,207,055 | 3,155,807 | |||||||||
| Stelios Papadopoulos, Ph.D. |
26,755,220 | 75,168 | 3,155,807 | |||||||||
| B. Lynne Parshall, Esq. |
25,636,027 | 1,194,361 | 3,155,807 | |||||||||
| William Rastetter, Ph.D. |
26,801,998 | 28,390 | 3,155,807 | |||||||||
| Douglas Williams, Ph.D. |
26,513,544 | 316,844 | 3,155,807 | |||||||||
| Kleanthis G. Xanthopoulos, Ph.D. |
26,631,714 | 198,674 | 3,155,807 | |||||||||
Proposal 2. Ratification of the selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection by the Company’s Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The final voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker | |||
| 29,927,235 | 58,443 | 517 | 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.
| Date: June 12, 2013 | Regulus Therapeutics Inc. | |||||
| By: | /s/ Garry E. Menzel | |||||
| Garry E. Menzel, Ph.D. | ||||||
| Chief Operating Officer and Executive Vice President, Finance | ||||||