8-K

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): May 15, 2008

ARQULE, INC.

(Exact Name of Issuer as Specified in Charter)

Delaware	000-21429	04-3221586
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

19 Presidential Way

Woburn, MA

(Address of principal executive offices)

01801

(Zip code)

(781) 994-0300

(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))

Section 8—Other Events

Item 8.01   Other Events.

On May 15, 2008, at the 2008 Annual Meeting of Stockholders of ArQule, Inc. (the“Registrant”) the stockholders voted:

1.     to elect Ronald M. Lindsay, William G. Messenger, and Patrick J. Zenner as directors of the Registrant to hold office for a term of three years and until their respective successors are elected and qualified;

2.     not to approve amendments to the Registrant’s Amended and Restated 1994 Equity Incentive Plan (the “Plan”) to increase the number of shares of common stock available for to awards granted under the Plan by 2,400,000, from 9,600,000 to 12,000,000 shares of common stock and to incorporate other changes described in the Registrant’s proxy statement; and

3.     to ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the Registrant’s financial statements for the fiscal year ending December 31, 2008.

The voting results are set forth in Exhibit 99.1 and incorporated herein by reference.

Section 9 – Financial Statements and Exhibits

Item 9.01.  Financial Statements and Exhibits.

(d)  Exhibits.

99.1  Report of Matters Voted Upon by Stockholders

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.

 ARQULE, INC.

   (Registrant)

/s/ Peter S. Lawrence

Peter S. Lawrence

President and Chief Operating Officer

June 4, 2008

2

EX-99.1

Exhibit 99.1

ARQULE, INC.

2008 Annual Meeting

Report of Matters Voted Upon by Stockholders

1.The 2008 Annual Meeting of Stockholders of the Registrant (the “Annual Meeting”) was held at 19 Presidential Way, Woburn, Massachusetts 01801, on May 15, 2008 commencing at 10:00 a.m. pursuant to notice properly given.

2.At the close of business on March 28, 2008, the record date for the determination of stockholders entitled to vote at the Annual Meeting, the outstanding voting securities of the Company were 43,772,775 shares of common stock, $0.01 par value.  Each of the outstanding shares was entitled to one vote on the matters to come before the Annual Meeting.

3.At the Annual Meeting 34,148,594 shares of the Registrant’s issued and outstanding common stock, were represented in person or by proxy, constituting a quorum.

4.At the Annual Meeting, each of the following nominees for director received the respective number of votes set forth opposite his name, constituting a plurality of the votes cast, and was duly elected as a director of the Registrant.

	Number of	Number of Votes
Nominee	Votes For	Withheld
Ronald M. Lindsay	33,593,728	554,866
William G. Messenger	33,016,860	1,131,734
Patrick J. Zenner	26,453,866	7,694,728

5.The following table states the tally of the votes cast on the proposal to approve amendments to our Amended and Restated 1994 Equity Incentive Plan to increase the number of shares of common stock available for to awards granted under the Plan by 2,400,000, from 9,600,000 to 12,000,000 shares of common stock and to incorporate other changes described in our proxy statement.

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
5,857,985	17,362,735	36,088	10,891,786

6.The following table states the tally of the votes cast on the proposal to ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit ArQule’s financial statements for the fiscal year ending December 31, 2008.

Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
33,798,952	319,056	30,586	N/A

1