0001188112-13-001669.txt : 20130523 0001188112-13-001669.hdr.sgml : 20130523 20130523163040 ACCESSION NUMBER: 0001188112-13-001669 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130520 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130523 DATE AS OF CHANGE: 20130523 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: 13868651 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 t76481_8k.htm FORM 8-K t76481_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 20, 2013


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.)
 
                                                                                                         
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
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 20, 2013, at the 2013 Annual Meeting of Stockholders of ArQule, Inc. (the “Registrant”) the Registrant’s stockholders voted:

 
1.
To elect Susan L. Kelley and Michael D. Loberg 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, 2013; 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.
 
Exhibit 99.1  Report of Matters Voted Upon by Stockholders
 
 
2
 

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)  
     
     
 
By:
/s/ Peter S. Lawrence  
    Peter S. Lawrence  
   
President and Chief Operating Officer
  
       
       
May 23, 2013      
 
 
3
 
 EX-99.1 2 ex99-1.htm EXHIBIT 99.1 ex99-1.htm
 Exhibit 99.1
 
ARQULE, INC.
2013 Annual Meeting
Report of Matters Voted Upon by Stockholders

1.      The 2013 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 20, 2013 commencing at 10:00 a.m. pursuant to notice properly given.

2.      At the close of business on March 29, 2013, the record date for the determination of stockholders entitled to vote at the Annual Meeting, the outstanding voting securities of the Company were 62,381,085 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, 51,575,918 shares of the Company'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 or her name, constituting a plurality of the votes cast, and was duly elected as a director of the Company: 
 
 
                                                                         
 
Name of
Nominee
   Votes For Withheld Authority
       
             Susan L. Kelley    40,077,331         487,997
       
             Michael D. Loberg  39,638,979         926,349
                                                                                                                                                       
 
Broker Non-votes:  11,010,590 shares

5.      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 the Company's financial statements for the year ending December 31, 2013.

Votes For
 
Votes Against
 
Votes Abstaining
 
50,662,140
858,211
55,567
 
Broker Non-votes:  0 shares

6.      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
 
39,369,079
Votes Against
 
1,110,159
Votes Abstaining
 
86,090

Broker Non-votes:  11,010,590 shares