Form 8-K

Against

Abstained

Broker Non-Votes

8-K 1 d530680d8k.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): May 1, 2013

COLUMBIA LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-10352

59-2758596

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

354 Eisenhower Parkway

Livingston, New Jersey

07039

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (973) 994-3999

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 Company’s Annual Meeting, six proposals were submitted to and approved by the stockholders. The proposals are described in detail in the Company’s Proxy Statement. This report is being filed to update the voting results provided by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2013. The final results for the votes regarding each proposal are set forth below.

1. Stockholders elected six directors to the Company’s Board to hold office for a one-year term until the annual meeting of stockholders in 2014 and until their successors are elected and qualified. The votes regarding this proposal were as follows:


	For		Withheld		Abstained	Broker Non-Votes
Valerie L. Andrews		31,212,712		3,699,412	0	43,859,277

Edward A. Blechschmidt		30,072,052		4,840,072	0	43,859,277

Frank C. Condella Jr.		32,263,877		2,648,247	0	43,859,277

Cristina Csimma		31,284,343		3,627,781	0	43,859,277

Steven G. Kasnet		28,438,838		6,473,286	0	43,859,277

G. Frederick Wilkinson		29,579,966		5,332,158	0	43,859,277

2. Stockholders ratified the selection of BDO USA, LLP as independent registered public accounting firm for the fiscal year ending December 31, 2013. The votes regarding this proposal were as follows:

3. Stockholders approved in a non-binding advisory vote, the compensation paid to the Company’s executive officers. The votes regarding this proposal were as follows:

4. Stockholders approved a proposed authorization to the Board to amend the Company’s certificate of incorporation to effectuate a reverse stock split of its common stock at a ratio of up to and including one-for-ten, such ratio to be determined by the Board. The votes regarding this proposal were as follows:

5. Stockholders approved a proposed amendment to the Company’s 2008 Plan to increase the number of shares available for the grant of awards by 4,000,000 shares (on a pre-split basis), of which 800,000 may be issued in connection with restricted stock awards or stock units. The votes regarding this proposal were as follows:

6. Stockholders ratified an extension of the Company’s stockholder rights plan to preserve the use of the Company’s net operating losses under Section 382 of the Internal Revenue Code. The votes regarding this proposal were as follows:

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.


COLUMBIA LABORATORIES, INC.

	By:	/s/ Jonathan Lloyd Jones
	Name:	Jonathan Lloyd Jones
	Title:	Vice President & Chief Financial Officer

Date: May 3, 2013