Halo8K_2013AnnualMeeting

Votes Against

Broker Non-Votes

0001483813-13-000063.txt : 20130517 0001483813-13-000063.hdr.sgml : 20130517 20130517172713 ACCESSION NUMBER: 0001483813-13-000063 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20130516 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers 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: 20130517 DATE AS OF CHANGE: 20130517 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HALOZYME THERAPEUTICS INC CENTRAL INDEX KEY: 0001159036 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 880488686 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32335 FILM NUMBER: 13856085 BUSINESS ADDRESS: STREET 1: 11388 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121-1345 BUSINESS PHONE: (858) 794-8889 MAIL ADDRESS: STREET 1: 11388 SORRENTO VALLEY ROAD CITY: SAN DIEGO STATE: CA ZIP: 92121-1345 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL YACHT SERVICES INC DATE OF NAME CHANGE: 20010912 8-K 1 halo8k_2013annualmeeting.htm 8-K Halo8K_2013AnnualMeeting

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 16, 2013

HALOZYME THERAPEUTICS, INC.

__________________________________________

(Exact name of registrant as specified in its charter)



Delaware	001-32335	88-0488686
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

11388 Sorrento Valley Road, San Diego, California		92121
(Address of principal executive offices)		(Zip Code)




Registrant’s telephone number, including area code:		858-794-8889

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:

[ ] 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) As reported below in Item 5.07, the stockholders of Halozyme Therapeutics, Inc. (the “Company”) approved the Company's Amended and Restated 2011Stock Plan (the “Amended and Restated Plan”), pursuant to which the Company may grant incentive and nonstatutory stock options, stock appreciation rights, stock awards, restricted stock, restricted stock units, performance units, and performance shares to its employees, directors and consultants, subject to the terms of the Amended and Restated Plan. The Company's Board of Directors approved the Amended and Restated Plan on March 13, 2013, subject to approval by the Company's stockholders. A summary of the Amended and Restated Plan was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2013, which is incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Changes in Fiscal Year.

As reported below in Item 5.07, the Company's stockholders approved an amendment to the Company's Certificate of Incorporation to increase the Company's authorized number of shares of common stock from 150,000,000 shares to 200,000,000 shares (the “Charter Amendment”). The Company's Board of Directors approved the Charter Amendment on March 13, 2013, subject to approval by the Company's stockholders.

The Certificate of Amendment of Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 16, 2013, a copy of which is filed as Exhibit 3.1 to this current report on Form 8-K and incorporated herein by reference. A summary of the Charter Amendment was included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2013.

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

On May 16, 2013, the Company held its Annual Meeting of Stockholders. Of the 113,122,900 shares of the Company's common stock outstanding as of the record date, 91,531,778 shares were represented at the annual meeting.

The stockholders considered five proposals at the meeting, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 11, 2013. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below.

Proposal 1: Election of three Class III directors to hold office for a three-year term expiring 2016 or until their respective successors are duly elected and qualified:



Names	Votes For	Votes Against	Broker Non-Votes
Robert L. Engler, M.D.	64,387,055	1,333,481	25,811,242
Gregory I. Frost, Ph.D.	64,366,851	1,353,685	25,811,242
Connie L. Matsui	64,565,805	1,154,731	25,811,242

Each of the foregoing candidates were elected and each received affirmative votes from more than a majority of the outstanding shares.

Proposal 2: The advisory vote on the compensation of the Company's executive officers was as follows:

The foregoing proposal was approved.

Proposal 3: The vote to approve the Amended and Restated 2011 Stock Plan was as follows:

The foregoing proposal was approved.

Proposal 4: The vote to approve an amendment to the Company's Certificate of Incorporation to increase its authorized number of shares of common stock from 150,000,000 shares to 200,000,000 shares was as follows:

The foregoing proposal was approved.

Proposal 5: The vote on a proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 was as follows:

The foregoing proposal was approved.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit No.		Description
3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Halozyme Therapeutics, Inc.

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.



	HALOZYME THERAPEUTICS, INC.

May 17, 2013	By:	/s/ Jean I. Liu

	Name:	Jean I. Liu
	Title:	Vice President, General Counsel and Secretary

Exhibit Index




Exhibit No.		Description

3.1		Certificate of Amendment of Amended and Restated Certificate of Incorporation of Halozyme Therapeutics, Inc.

EX-3.1 2 ex31.htm EXHIBIT EX3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF

HALOZYME THERAPEUTICS, INC.

Halozyme Therapeutics, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:

FIRST: On March 13, 2013, the Board of Directors of the Corporation duly adopted resolutions approving the following amendment to the Corporation's Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), declaring said amendment to be advisable and providing for the consideration of such amendment at the Corporation's annual meeting of stockholders.

SECOND: On May 16, 2013, the Corporation's annual meeting of stockholders was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares required by statute were voted in favor of the amendment.

THIRD: Said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: The first paragraph of Article Fourth of the Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

“FOURTH: The corporation is authorized to issue two classes of stock, to be designated “Common Stock,” with a par value of $0.001 per share, and “Preferred Stock,” with a par value of $0.001 per share. The total number of shares of Common Stock that the corporation shall have authority to issue is 200,000,000, and the total number of shares of Preferred Stock that the corporation shall have authority to issue is 20,000,000.”

IN WITNESS WHEREOF, Halozyme Therapeutics, Inc. has caused this Certificate of Amendment to be signed by the undersigned, thereunto duly appointed, this 16th day of May, 2013.

By:

/s/ Jean I. Liu

Jean I. Liu

Vice President, General Counsel and Secretary