0001267602-13-000039.txt : 20130626 0001267602-13-000039.hdr.sgml : 20130626 20130626091958 ACCESSION NUMBER: 0001267602-13-000039 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130618 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130626 DATE AS OF CHANGE: 20130626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALIMERA SCIENCES INC CENTRAL INDEX KEY: 0001267602 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34703 FILM NUMBER: 13933383 BUSINESS ADDRESS: STREET 1: 6120 WINDWARD PARKWAY STREET 2: STE 290 CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 6789905740 MAIL ADDRESS: STREET 1: 6120 WINDWARD PARKWAY STREET 2: STE 290 CITY: ALPHARETTA STATE: GA ZIP: 30005 8-K 1 alimera8k.htm FORM 8-K AlimeraSciences8-K-2013AnnualMeetingResults


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 18, 2013
 
ALIMERA SCIENCES, INC.
(Exact name of Registrant as specified in its charter)
 
 
Delaware
 
001-34703
 
20-0028718
(State or other Jurisdiction of Incorporation)
 
(Commission File No.)
 
(IRS Employer Identification No.)

6120 Windward Parkway
 
 
Suite 290
 
 
Alpharetta, Georgia
 
30005
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (678) 990-5740
 
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:
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.

At the 2013 annual meeting of stockholders of Alimera Sciences, Inc. (the “Company”) held on June 18, 2013 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:

Proposal 1:
 
The election of three directors to serve as Class III directors for a term of three years until the 2016 annual meeting of stockholders.
 
 
 
Proposal 2:
 
The ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
 
 
 
Proposal 3:
 
The approval on an advisory, non-binding basis of the compensation of the Company’s named executive officers.

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2013 (the “Proxy Statement”). Of the 45,115,397 shares of the Company’s common stock, including 13,559,322 shares of common stock underlying the Company’s outstanding Series A Preferred Stock (based on a deemed conversion price of $2.95 per share), entitled to vote at the Annual Meeting, 31,904,106 shares, or approximately 70.2%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:

Proposal 1:
 
Election of Directors.

The Company’s stockholders elected the following three directors to serve as Class III directors until the 2016 annual meeting of stockholders. The votes regarding the election of directors were as follows:

Director
Votes For
Votes Withheld
Broker Non-Votes
Mark J. Brooks
27,652,680
415,193
3,836,233
Brian K. Halak, Ph.D.
27,985,247
82,626
3,836,233
Peter J. Pizzo, III
27,985,247
82,626
3,836,233

Proposal 2:
 
Ratification of Selection of Grant Thornton LLP.

The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013. The votes regarding this proposal were as follows:

Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
31,813,108
90,231
767
0

Proposal 3:
 
Compensation of Officers.

The Company’s stockholders approved on an advisory, non-binding basis the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The votes regarding this proposal were as follows:
Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
26,017,542
2,032,781
17,550
3,836,233



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
ALIMERA SCIENCES, INC.
 
 
Dated: June 18, 2013
By:
/s/ RICHARD S. EISWIRTH, JR.
 
 
Name: 
Richard S. Eiswirth, Jr.
 
 
Title: 
Chief Operating Officer and
Chief Financial Officer