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 26, 2015

Threshold Pharmaceuticals, Inc.

 (Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization) 001-32979
(Commission File Number) 94-3409596
(I.R.S. Employer
Identification No.)

170 Harbor Way, Suite 300
South San Francisco, California
(Address of principal executive offices) 94080
(Zip Code)

Registrant’s telephone number, including area code: (650) 474-8200

(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):

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))

Item 5.07         Submission of Matters to a Vote of Security Holders

On May 26, 2015, the 2015 Annual Meeting of Stockholders (the “Annual Meeting”) of Threshold Pharmaceuticals, Inc. (the “Company”) was held at the Company’s corporate offices in South San Francisco, California. The Company’s stockholders voted on the following three proposals:

(1)         Proposal to elect the two nominees named below as Class II directors to serve until the Company’s 2018 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.  Each of the two named nominees were so elected, with the votes thereon at the Annual Meeting as follows:

Final Voting Results

Nominee	For	Withheld	Broker Non- Vote
Wilfred E. Jaeger	31,860,416	259,168	20,623,364
David R. Parkinson	31,844,942	274,642	20,623,364

The Company’s Class I directors, Jeffrey W. Bird and Harold E. Selick, will each continue to serve on the Company’s Board of Directors until the Company’s 2017 Annual Meeting of Stockholders and until his successor is elected and has qualified, or until his earlier death, resignation or removal. The Company’s Class III directors, Bruce C. Cozadd, David R. Hoffmann and George G.C. Parker, will each continue to serve on the Company’s Board of Directors until the Company’s 2016 Annual Meeting of Stockholders and until his successor is elected and has qualified, or until his earlier death, resignation or removal.

(2)         Proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. This proposal was approved, with the votes thereon at the Annual Meeting as follows:

Final Voting Results

For	Against	Abstain	Broker Non-Vote
52,599,026	101,545	42,377	0

(3)         Proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 3, 2015. This proposal was approved, with the votes thereon at the Annual Meeting as follows:

Final Voting Results

For	Against	Abstain	Broker Non-Vote
31,344,724	681,721	93,139	20,623,364

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.

	Threshold Pharmaceuticals, Inc.
Date:  June 1, 2015	By:	/s/ Joel A. Fernandes
	Name: Joel A. Fernandes
	Title: Vice President, Finance and Controller.