Form 8-K

DURECT Corporation

Date: June 21, 2012

/s/ James E. Brown

James E. Brown

President and Chief Executive Officer

0001193125-12-278276.txt : 20120621 0001193125-12-278276.hdr.sgml : 20120621 20120621134339 ACCESSION NUMBER: 0001193125-12-278276 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120620 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20120621 DATE AS OF CHANGE: 20120621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DURECT CORP CENTRAL INDEX KEY: 0001082038 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943297098 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-31615 FILM NUMBER: 12919133 BUSINESS ADDRESS: STREET 1: 10240 BUBB RD CITY: CUPERTINO STATE: CA ZIP: 95014 BUSINESS PHONE: 4087771417 MAIL ADDRESS: STREET 1: 10240 BUBB ROAD CITY: CUPERTINO STATE: CA ZIP: 95014 8-K 1 d370466d8k.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 20, 2012

DURECT CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-31615

94-3297098

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

10260 Bubb Road

Cupertino, CA 95014

(Address of principal executive offices) (Zip code)

(408) 777-1417

(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))

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting held on June 20, 2012, there were 80,276,658 shares represented to vote either in person or by proxy, or 91.70% of the outstanding shares, which represented a quorum. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Proposal 1: Election of Directors.

James E. Brown, Michael D. Casey and Armand P. Neukermans were elected as Class III directors for a term of three years. The voting for each director was as follows:


	For		Withheld		Broker Non-Vote
James E. Brown		53,255,547		1,126,460		25,894,651
Michael D. Casey		52,560,945		1,821,062		25,894,651
Armand P. Neukermans		52,542,984		1,839,023		25,894,651

Proposal 2: Say on Pay – An advisory vote on the approval of executive compensation

The Company’s executive compensation was approved on a non-binding, advisory basis based upon the following votes:


For	Against	Abstain	Broker Non-Vote
51,081,015	3,008,636	292,356	25,894,651

Proposal 3: Ratification of Appointment of Independent Registered Public Accounting Firm for the Company for the Current Fiscal Year

The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2012 was ratified based upon the following votes:


For	Against	Abstain	Broker Non-Vote
78,440,446	1,221,430	614,782	0

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.