8-K 1 d8k.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: June 30, 2011

(Date of earliest event reported)

 

 

SciClone Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-19825
  94-3116852
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification Number)
950 Tower Lane, Suite 900, Foster City, CA
  94404
(Address of principal executive offices)   (Zip Code)

(650) 358-3456

(Registrant’s telephone number, including area code)

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.

On July 1, 2011, the Compensation Committee of the Board of Directors of SciClone Pharmaceuticals, Inc., a Delaware corporation (the “Company”), approved the Executive Incentive Plan. The Executive Incentive Plan is attached as Exhibit 10.38 hereto and incorporated herein by reference.

 

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

On June 30, 2011, the Company held its annual meeting of stockholders. At the annual meeting, the matters on which the stockholders voted, in person or by proxy were:

 

  (i) to elect eight nominees as directors to serve until the next Annual Meeting and until their successors have been elected and qualified;

 

  (ii) to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) increasing the authorized number of shares available for issuance from 85,000,000 shares to 110,000,000 shares;

 

  (iii) to approve, on an advisory (non-binding) basis, the compensation of the Company’s executive officers as disclosed in the Company’s Proxy Statement;

 

  (iv) to indicate, on an advisory (non-binding) basis, how frequently the Company should seek future, further advisory votes on the compensation of the Company’s executive officers; and

 

  (v) to ratify the selection of Ernst & Young LLP as SciClone’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

The eight nominees were elected, the Amendment was approved, the compensation of executive officers was approved, the stockholders approved a one year interval for future advisory voting on executive compensation and the appointment of the independent registered public accounting firm was ratified. The results of the voting were as follows:

Election of Directors:

 

Director

   Votes For    Votes
Withheld
 

Jon S. Saxe

   22,459,176      2,330,611   

Friedhelm Blobel, Ph.D.

   24,141,130      648,657   

Peter Barrett

   24,205,930      583,857   

Richard J. Hawkins

   22,770,130      2,019,657   

Trevor M. Jones, Ph.D.

   24,140,750      649,037   

Gregg A. Lapointe

   24,040,449      749,338   

Ira D. Lawrence, M.D.

   24,130,630      659,157   

Mark Lotter

   23,937,827      851,960   

Approval of the Amendment:

 

Votes For

 

Votes Against

 

Abstentions

36,119,692

  3,578,610   141,096


The Amendment was filed with the Delaware Secretary of State on July 1, 2011 and is attached hereto as Exhibit 3 (i).1(2).

Approval of the Executive Compensation:

 

Votes For

 

Votes Against

 

Abstentions

23,779,306

  922,341   88,140

Frequency of Advisory Voting on Executive Compensation:

 

One Year

 

Two Years

 

Three Years

 

Abstentions

13,906,839

  293,601   10,491,035   98,132

Ratification of Appointment of Independent Registered Public Accounting Firm:

 

Votes For

 

Votes Against

 

Abstentions

39,265,148

  525,620   48,630

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

3(i).1(2)    Certificate of Amendment to the Amended and Restated Certificate of Incorporation of SciClone Pharmaceuticals, Inc., as filed with the Delaware Secretary of State on July 1, 2011.
10.38    Executive Incentive Plan.


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.

 

Dated: July 6, 2011     SCICLONE PHARMACEUTICALS, INC.
    By:  

/s/ Gary S. Titus

      Gary S. Titus
     

Chief Financial Officer and

Senior Vice President, Finance