0001181431-13-031528.txt : 20130530 0001181431-13-031528.hdr.sgml : 20130530 20130530160540 ACCESSION NUMBER: 0001181431-13-031528 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130529 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130530 DATE AS OF CHANGE: 20130530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DYNAVAX TECHNOLOGIES CORP CENTRAL INDEX KEY: 0001029142 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330728374 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34207 FILM NUMBER: 13881810 BUSINESS ADDRESS: STREET 1: 2929 SEVENTH STREET STREET 2: SUITE 100 CITY: BERKELEY STATE: CA ZIP: 94710 BUSINESS PHONE: 5108485100 MAIL ADDRESS: STREET 1: 2929 SEVENTH STREET STREET 2: SUITE 100 CITY: BERKELEY STATE: CA ZIP: 94710 8-K 1 rrd381720.htm ANNUAL MEETING Prepared By R.R. Donnelley Financial -- Form 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):  05/29/2013
 
Dynavax Technologies Corporation
(Exact name of registrant as specified in its charter)
 
Commission File Number:  001-34207
 
Delaware
  
33-0728374
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
2929 Seventh Street, Suite 100
Berkeley, CA 94710-2753
(Address of principal executive offices, including zip code)
 
(510) 848-5100
(Registrant’s telephone number, including area code)
 
(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:
[  ]   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 5.03.    Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
On May 29, 2013, the stockholders of Dynavax Technologies Corporation (the "Company") approved an amendment to the Company's Sixth Amended and Restated Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock, par value $0.001 from 250,000,000 shares to 350,000,000 shares. The increase in authorized shares was effected pursuant to a Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation (the "Certificate of Amendment"), filed with the Secretary of State of the State of Delaware on May 30, 2013. A copy of the Certificate of Amendment is attached as Exhibit 3.6 to this Current Report on Form 8-K and is incorporated into this Item 5.03 by reference.
 
 
Item 5.07.    Submission of Matters to a Vote of Security Holders
 
On May 29, 2013, the Company held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"), at the Company's executive office in Berkeley, California. A total of 182,886,013 shares of the Company's common stock were entitled to vote as of April 10, 2013, the record date for the Annual Meeting. There were 161,433,022 shares present in person or by proxy at the Annual Meeting, at which the stockholders were asked to vote on four (4) proposals. Set forth below are the matters acted upon by the stockholders, and the final voting results of each such proposal. The proposals are described in detail in the Company's definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 29, 2013.

Proposal 1. Election of Directors.

Dennis Carson, M.D., Dino Dina, M.D. and Denise Gilbert, Ph.D. were elected as Class I Directors of the Company to hold office until the 2016 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified as follows:

Nominee        Votes Cast For        Votes Withheld        Broker Non-Votes

Dennis Carson, M.D.        65,071,246        59,521,055        36,840,721
Dino Dina, M.D.        116,723,213        7,869,088        36,840,721
Denise Gilbert, Ph.D.        111,619,160        12,973,141        36,840,721

Proposal 2. Amend the Company's Sixth Amended and Restated Certificate of Incorporation.

The amendment to the Company's Sixth Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 250,000,000 to 350,000,000 was approved by the following vote:

For            Against            Abstain

151,676,448        9,297,313        459,261

Proposal 3. Amend the Dynavax Technologies Corporation 2011 Equity Incentive Plan.

The amendment to the Dynavax Technologies Corporation 2011 Equity Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under the plan by 10,000,000 was approved by the following vote:

For         Against            Abstain       Broker Non-Votes

120,167,741        4,308,693       115,867       36,840,721

Proposal 4. Selection of Independent Registered Public Accounting Firm.

The ratification of the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was approved as follows:

For            Against              Abstain

148,262,759        13,009,796        160,467
 
 
Item 9.01.    Financial Statements and Exhibits
 
(d) Exhibit
Exhibit No.       Description
3.6       Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 30, 2013.
 

 

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.
 
           
Dynavax Technologies Corporation
 
 
Date: May 30, 2013
     
By:
 
/s/    Michael S. Ostrach
               
Michael S. Ostrach
               
Vice President
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-3.6
  
Certificate of Amendment to the Sixth Amended and Restated Certificate of Incorporation, filed with the Secretary of State of the State of Delaware on May 30, 2013.
EX-3 2 rrd381720_39641.htm CERTIFICATE OF AMENDMENT TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION, FILED WITH THE SECRETARY OF STATE OF THE STATE OF DELAWARE ON MAY 30, 2013. CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF AMENDMENT OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
Dynavax Technologies Corporation

Dynavax Technologies Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), hereby certifies that:

First: The name of the Corporation is Dynavax Technologies Corporation.

Second: The Corporation was originally incorporated under the same name and the original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on November 6, 2000.

Third: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Certificate of Incorporation as follows:

    1. Article IV shall be amended and restated to read in its entirety as follows:

"The Corporation is authorized to issue two classes of stock to be designated, respectively, Common Stock and Preferred Stock. The Corporation shall be authorized to issue 350,000,000 shares of Common Stock at $0.001 par value, and 5,000,000 shares of Preferred Stock at $0.001 par value. The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board). The rights, preferences, privileges and restrictions granted to or imposed upon the Preferred Stock or any series of Preferred Stock will be determined or altered by the Board of Directors. The Board of Directors shall also have the authority to fix or alter the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The Board of Directors, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares in any such series then outstanding), the number of shares of any series subsequent to the issue of shares of that series. "

Fourth: Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted at a Meeting of Stockholders held on May 29, 2013 in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

In Witness Whereof, Dynavax Technologies Corporation has caused this Certificate of Amendment to be signed by its Vice President this 29th day of May, 2013.

 

Dynavax Technologies Corporation

By: /s/ Jennifer Lew

Jennifer Lew

Vice President, Finance