0001188112-12-001803.txt : 20120529 0001188112-12-001803.hdr.sgml : 20120529 20120529172023 ACCESSION NUMBER: 0001188112-12-001803 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120524 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120529 DATE AS OF CHANGE: 20120529 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ARQULE INC CENTRAL INDEX KEY: 0001019695 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043221586 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21429 FILM NUMBER: 12875055 BUSINESS ADDRESS: STREET 1: 19 PRESIDENTIAL WAY CITY: WOBURN STATE: MA ZIP: 01801 BUSINESS PHONE: 781-994-0300 MAIL ADDRESS: STREET 1: 19 PRESIDENTIAL WAY CITY: WOBURN STATE: MA ZIP: 01801 8-K 1 t73719_8k.htm FORM 8-K t73719_8k.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): May 24, 2012


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 5—Corporate Governance and Management
 
Item 5.07.   Submission of Matters to a Vote of Security Holders.

On May 24, 2012, at the 2012 Annual Meeting of Stockholders of ArQule, Inc. (the “Registrant”) the Registrant’s stockholders voted:

 
1.
To elect Timothy C. Barabe 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 ratify the selection of PricewaterhouseCoopers LLP, an independent registered public accounting firm, to audit the Registrant’s financial statements for the year ending December 31, 2012; and
 
 
3.
To approve, by non-binding vote, the compensation of the Registrant’s named executive officers.
 
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 29, 2012
 
2
 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
Exhibit 99.1

ARQULE, INC.
2012 Annual Meeting
Report of Matters Voted Upon by Stockholders

1.    The 2012 Annual Meeting of Stockholders of ArQule, Inc.  (the “Annual Meeting”) was held at the offices of ArQule, Inc. (the “Company”) at 19 Presidential Way, Woburn, Massachusetts 01801, on May 24, 2012 commencing at 10:00 a.m. pursuant to notice properly given.

2.    At the close of business on March 30, 2012, the record date for the determination of stockholders entitled to vote at the Annual Meeting, the outstanding voting securities of the Company were 53,883,743 shares of common stock, $0.01 par value.  Each of the outstanding shares was entitled to one vote on the matters before the Annual Meeting.
 
3.    At the Annual Meeting 49,616,871 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: 
 
Name of
      
Nominee
  
Votes For
Withheld Authority
       
Timothy C. Barabe
  
41,205,808
853,608
Paolo Pucci
  
41,275,425
783,991
       
    Broker Non-votes: 7,557,455 shares  
 
 
8.    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, 2012.

Votes For
  
Votes Against
Votes Abstaining
       
46,050,618
  
244,747
3,321,506
       
    Broker Non-votes: 0 shares  

9.   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
       
37,975,220
  
790,041
3,294,155
       
   
Broker Non-votes: 0 shares