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 12, 2012
Idera Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-31918 | 04-3072298 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 167 Sidney Street, Cambridge, Massachusetts | 02139 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (617) 679-5500
(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):
| ¨ | 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 12, 2012, at the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of Idera Pharmaceuticals, Inc. (the “Company”), the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock from 70,000,000 shares to 140,000,000 shares. The increase in the number of authorized shares of the Company’s common stock was effected pursuant to a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on June 13, 2012. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2012 Annual Meeting, the Company’s stockholders voted on the following proposals:
1. The following nominees were elected to the Company’s Board of Directors as Class II directors for terms expiring at the 2015 annual meeting of stockholders.
| For | Withheld | Broker Non-Votes |
||||||||||
| Robert W. Karr, M.D. |
12,622,865 | 5,452,451 | 3,680,299 | |||||||||
| Malcolm MacCoss, Ph. D. |
17,884,143 | 191,173 | 3,680,299 | |||||||||
2. The amendment to the Company’s Restated Certificate of Incorporation was approved.
| For: |
20,305,868 | |||
| Against: |
1,429,899 | |||
| Abstain: |
15,170 | |||
| Broker Non-Votes: |
4,678 |
3. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
| For: |
17,674,908 | |||
| Against: |
392,374 | |||
| Abstain: |
8,084 | |||
| Broker Non-Votes: |
3,680,249 |
4. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2012 was ratified.
| For: |
21,725,846 | |||
| Against: |
26,298 | |||
| Abstain: |
3,471 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of Idera Pharmaceuticals, Inc. |
SIGNATURE
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.
| Idera Pharmaceuticals, Inc. | ||||||
| Date: June 15, 2012 | By: | /s/ Louis J. Arcudi, III | ||||
| Louis J. Arcudi, III | ||||||
| Senior Vice President of Operations, Chief Financial Officer, Treasurer and Secretary | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of Idera Pharmaceuticals, Inc. | |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
IDERA PHARMACEUTICALS, INC.
Idera Pharmaceuticals, Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
By action of the Board of Directors of the Corporation at a meeting held on March 27, 2012, the Board of Directors of the Corporation duly adopted a resolution, pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting forth an amendment to the Restated Certificate of Incorporation of the Corporation, as amended to date (the “Certificate of Incorporation”), and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware at a meeting of stockholders held on June 12, 2012. The resolution setting forth the amendment is as follows:
RESOLVED: That the first paragraph of Article FOURTH of the Certificate of Incorporation be and hereby is amended and restated in its entirety so that the same shall read as follows:
“FOURTH. The total number of shares of all classes of stock which the Corporation shall have authority to issue is (i) One Hundred Forty Million (140,000,000) shares of Common Stock, $.001 par value per share (“Common Stock”), and (ii) Five Million (5,000,000) shares of Preferred Stock, $.01 par value per share (“Preferred Stock”), which may be issued from time to time in one or more series as set forth in Part B of this Article FOURTH.”
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer this 13th day of June, 2012.
| IDERA PHARMACEUTICALS, INC. | ||
| By: | /s/ Sudhir Agrawal | |
| Chief Executive Officer | ||