Form 8-K

SUNESIS PHARMACEUTICALS, INC.

Dated: June 6, 2011

/s/ Daniel N. Swisher, Jr.

Daniel N. Swisher, Jr.

President and Chief Executive Officer

0001193125-11-159377.txt : 20110606 0001193125-11-159377.hdr.sgml : 20110606 20110606164425 ACCESSION NUMBER: 0001193125-11-159377 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110603 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20110606 DATE AS OF CHANGE: 20110606 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SUNESIS PHARMACEUTICALS INC CENTRAL INDEX KEY: 0001061027 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943295878 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51531 FILM NUMBER: 11895708 BUSINESS ADDRESS: STREET 1: 395 OYSTER POINT BOULEVARD STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: 650-266-3500 MAIL ADDRESS: STREET 1: 395 OYSTER POINT BOULEVARD STREET 2: SUITE 400 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: MOSAIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19980709 8-K 1 d8k.htm FORM 8-K 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): June 3, 2011

SUNESIS PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-51531

94-3295878

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

395 Oyster Point Boulevard, Suite 400

South San Francisco, California

94080

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 266-3500

Not Applicable

(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 (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))

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

The 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of Sunesis Pharmaceuticals, Inc. was held on June 3, 2011. Proxies for the Annual Meeting were solicited by our Board of Directors (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. There were 46,027,474 shares of common stock entitled to vote at the Annual Meeting. A total of 37,499,610 shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the meeting were as follows:

Proposal No. 1

Matthew K. Fust, David C. Stump, M.D. and Daniel N. Swisher, Jr. were elected as directors to hold office until the 2014 Annual Meeting of Stockholders by the following vote:


Nominee	For	Withheld	Broker Non-Votes
Matthew K. Fust	22,105,858	3,169,089	12,224,663
David C. Stump, M.D.	22,248,634	3,026,313	12,224,663
Daniel N. Swisher, Jr.	25,115,471	159,476	12,224,663

In addition to the directors elected above, Edward Hurwitz, Helen S. Kim and Dayton Misfeldt will continue to serve as directors until the 2012 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal. James W. Young, Ph.D. and Homer L. Pearce, Ph.D. will continue to serve as directors until the 2013 Annual Meeting of Stockholders and until their successors are elected and have qualified, or until their earlier death, resignation or removal.

Proposal No. 2

The selection by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2011 was ratified by the following vote:


For	Against	Abstain
37,141,308	85,605	272,697

Proposal No. 3

Our 2011 Equity Incentive Plan was approved by the following vote:


For	Against	Abstain	Broker Non-Votes
24,252,501	951,789	70,657	12,224,663

Proposal No. 4

Our 2011 Employee Stock Purchase Plan was approved by the following vote:


For	Against	Abstain	Broker Non-Votes
24,406,687	802,523	65,737	12,224,663

SIGNATURE

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.