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): May 8, 2018

ARQULE, INC.

(Exact Name of Issuer as Specified in Charter)

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

One Wall Street

Burlington, MA

(Address of principal executive offices)

01803

(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))

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. ¨

Section 5—Corporate Governance and Management

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

On May 8, 2018, at the 2018 Annual Meeting of Stockholders of ArQule, Inc. (the “Registrant”) the Registrant’s stockholders voted:

1. To elect Timothy C. Barabe, Ran Nussbaum and Paolo Pucci as directors to hold office for a term of three years and until their respective successors are elected and qualified;

2. To approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock, $0.01 par value per share, from 100,000,000 to 200,000,000;

3. To approve our new 2018 Employee Stock Purchase Plan and the authorization of 500,000 shares of our Common Stock to be available for issuance under the plan;

4. To approve an amendment to our 2014 Equity Incentives Plan to increase the number of shares of our common stock available for issuance pursuant to future awards made under the plan by 3,750,000;

5. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2018;

6. To approve, by non-binding vote, the compensation of our named executive officers; and

7. To transact any other business that may properly come before the meeting or any adjournment of the meeting.

The voting results are set forth in Exhibit 99.1 to this report 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

May 10, 2018

EX-99.1

Exhibit 99.1

ARQULE, INC.

2018 Annual Meeting

Report of Matters Voted Upon by Stockholders

1.    The 2018 Annual Meeting of Stockholders of ArQule, Inc.  (the “Annual Meeting”) was held at the Boston Burlington Marriott, One Mall Road, Burlington, Massachusetts on May 8, 2018 commencing at 10:00 a.m. pursuant to notice properly given.

2.    At the close of business on March 16, 2018, the record date for the determination of stockholders entitled to vote at the Annual Meeting, the outstanding voting securities of the Company were 87,110,202 shares of Common Stock, $0.01 par value per share, and 8,370 shares of Series A convertible Preferred Stock, $0.01 par value per share. Each of the outstanding shares of Common Stock was entitled to one vote and each of the outstanding shares of Series A Preferred Stock was entitled to 1,000 votes on the matters before the Annual Meeting.

3.    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.

Name of Nominee	Votes For	Withheld Authority
Timothy C. Barabe	60,138,055	427,430
Ran Nussbaum	60,181,710	383,775
Paolo Pucci	60,131,539	433,946

Broker Non-votes: 17,750,354  shares

4.    The following table sets forth the tally of the votes cast on the proposal to approve an amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our Common Stock, $0.01 par value per share, from 100,000,000 to 200,000,000.

Common Stock Votes (1 vote per share):

Votes For	Votes Against	Votes Abstaining
64,028,434	5,327,040	590,365

Series A Preferred Stock (1,000 votes per share):

Votes For	Votes Against	Votes Abstaining
8,370,000	-	-

Broker Non-votes: 0 shares

This proposal received an affirmative vote of (i) Common Stock and Series A Preferred stock, voting together as a single class, and (ii) a majority of the issued and outstanding shares of Common Stock, voting without the Series A Preferred Stock.

5.     The following table sets forth the tally of the votes cast on the proposal to approve our new 2018 Employee Stock Purchase Plan and the authorization of 500,000 shares of our Common Stock to be available for issuance under the plan.

Votes For	Votes Against	Votes Abstaining
60,265,165	262,608	37,712

Broker Non-votes: 17,750,354  shares

6.    The following table sets forth the tally of the votes cast on the proposal to approve an amendment to our 2014 Equity Incentives Plan to increase the number of shares of our common stock available for issuance pursuant to future awards made under the plan by 3,750,000.

Votes For	Votes Against	Votes Abstaining
60,056,098	467,870	40,707

Broker Non-votes: 17,750,354 shares

7.    The following table sets forth the tally of the votes cast on the proposal to ratify the selection of PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit our financial statements for the year ending December 31, 2018.

Votes For	Votes Against	Votes Abstaining
77,910,189	230,219	175,331

    Broker Non-votes: 0 shares  

8.   The following table sets forth the tally of the votes cast on the proposal to approve, by non-binding vote, the compensation of our named executive officers.

Votes For	Votes Against	Votes Abstaining
60,182,286	302,037	81,162

Broker Non-votes: 17,750,354 shares