8-K 1 c02409e8vk.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): June 8, 2010
ONCOGENEX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
         
Delaware   033-80623   95-4343413
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)
     
1522 217th Place S.E.
Bothell, Washington 		   
98021
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (425) 686-1500
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2010 Annual Meeting of Stockholders (the “2010 Annual Meeting”) of OncoGenex Pharmaceuticals, Inc. (the “Company”) held on June 8, 2010, stockholders of the Company approved the 2010 Performance Incentive Plan (the “2010 Plan”). A summary of the material terms of the 2010 Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 19, 2010 (the “Proxy Statement”) and is incorporated by reference herein. Such summary is qualified in its entirety by reference to the full text of the 2010 Plan, which is filed as Appendix A to the Proxy Statement. The related form of stock option agreement and form of restricted stock purchase agreement are filed herewith as Exhibits 10.1 and 10.2, respectively.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective June 8, 2010, the Board of Directors of the Company (the “Board”) amended and restated the Company’s bylaws to (i) clarify that consents and other director communications may be made by electronic transmission, (ii) remove the seven (7) person limitation on the size of the Board, (iii) remove reference to the second Tuesday in May as the default date for annual meetings of stockholders, (iv) revise the methods and timing requirements regarding the giving of notice for Board meetings and (v) make various technical and typographical changes. A copy of the amended and restated bylaws of the Company is filed herewith as Exhibit 3.1.
Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.
On June 8, 2010, the Board approved revisions to the Company’s whistle blowing policy, which is incorporated into the Company’s Code of Business Conduct and Ethics and which outlines the principles and commitments that the Company has made with respect to the treatment of reports by personnel. The revisions were made to clarify the roles and responsibilities for handling reports, to add a provision for a third party service provider to whom anonymous reports may be submitted and to make various technical and typographical changes. A copy of the whistle blowing policy is available on the Company’s website at www.oncogenex.com.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 8, 2010, the Company held its 2010 Annual Meeting at which (i) the six nominees identified in the table below were elected to the Company’s Board to serve until the Company’s 2011 Annual Meeting of shareholders or until successors are duly elected and qualified, (ii) the appointment of Ernst & Young LLP as the Company’s independent auditor for the current fiscal year was ratified (the “Auditor Ratification”), (iii) the 2010 Plan was approved and (iv) the amendment to the Company’s certificate of incorporation to increase the number of authorized shares of common stock of the Company to 25,000,000 (a copy of which is filed herewith as Exhibit 3.2 (the “Certificate of Amendment”)) was approved. The matters acted upon at the 2010 Annual Meeting are described in more detail in the Proxy Statement. Set forth below are the final voting tallies for the 2010 Annual Meeting:
                         
Proposal: Election of Directors   For     Withheld     Broker Non-Vote  
Scott Cormack
     2,997,878       65,997       1,469,760  
Michelle Burris
     2,998,014       65,861       1,469,760  
Neil Clendeninn
     2,998,053       65,822       1,469,760  
Jack Goldstein
     2,997,270       66,605       1,469,760  
Martin Mattingly
     2,997,463       66,412       1,469,760  
Stewart Parker
     2,997,528       66,347       1,469,760  
                                 
Proposal:   For     Against     Abstain     Broker Non-Vote  
Auditor Ratification
     4,477,459       46,800       9,376       0  
2010 Plan
     2,927,749       122,136       13,990       1,469,760  
Certificate of Amendment
     3,410,682       1,053,391       1,062,659       0  

 

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Item 8.01 Other Events.
On June 8, 2010, the Board approved non-material revisions to the Company’s Short Term Incentive Awards Program (the “STIP”). The STIP, as revised, is filed herewith as Exhibit 10.3.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
         
Exhibit No.   Description
       
 
  3.1    
Fourth Amended and Restated Bylaws of OncoGenex Pharmaceuticals, Inc.
       
 
  3.2    
Certificate of Amendment of Certificate of Incorporation of OncoGenex Pharmaceuticals, Inc.
       
 
  10.1    
Form of OncoGenex Pharmaceuticals, Inc. 2010 Stock Option Agreement under the 2010 Performance Incentive Plan
       
 
  10.2    
Form of OncoGenex Pharmaceuticals, Inc. 2010 Restricted Stock Purchase Agreement under the 2010 Performance Incentive Plan
       
 
  10.3    
OncoGenex Pharmaceuticals, Inc. Short Term Incentive Awards Program

 

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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.
 
                 
    ONCOGENEX PHARMACEUTICALS, INC.    
    (Registrant)
 
                
Date: June 14, 2010  
                
 
                
    By:   /s/ Cameron Lawrence    
             
   
      Name:   Cameron Lawrence    
   
      Title:   Principal Financial Officer    

 

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EXHIBIT INDEX
         
Exhibit No.   Description
       
 
  3.1    
Fourth Amended and Restated Bylaws of OncoGenex Pharmaceuticals, Inc.
       
 
  3.2    
Certificate of Amendment of Certificate of Incorporation of OncoGenex Pharmaceuticals, Inc.
       
 
  10.1    
Form of OncoGenex Pharmaceuticals, Inc. 2010 Stock Option Agreement under the 2010 Performance Incentive Plan
       
 
  10.2    
Form of OncoGenex Pharmaceuticals, Inc. 2010 Restricted Stock Purchase Agreement under the 2010 Performance Incentive Plan
       
 
  10.3    
OncoGenex Pharmaceuticals, Inc. Short Term Incentive Awards Program

 

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