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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 14, 2011
Idera Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-31918
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04-3072298 |
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(State or Other Jurisdiction
of Incorporation
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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167 Sidney Street, Cambridge, Massachusetts
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02139 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants 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):
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))
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
At the annual meeting of stockholders of Idera Pharmaceuticals, Inc. (the Company) held
on June 14, 2011 (the 2011 Annual Meeting), the Companys stockholders approved an amendment to
the 2008 Stock Incentive Plan (the 2008 Plan) to (i) increase the number of shares authorized for
issuance thereunder from 3,700,000 to 6,000,000 shares and (ii) adjust the number of shares that
any award that is a full-value award will count for against the shares authorized for issuance
under the plan from 1.57 shares to 1.4 shares for each share of the Companys common stock subject
to such full value award. The Companys stockholders also approved an amendment to the 1995
Employee Stock Purchase Plan (the 1995 ESPP) to increase the number of shares authorized for
issuance thereunder from 250,000 to 500,000 shares. The amendments to each of the 2008 Plan and
the 1995 ESPP described above had previously been approved by the Companys Board of Directors
subject to stockholder approval.
The provisions of the 2008 Plan are described in the Companys definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on April 27, 2011 under Proposal
Two Amendment of 2008 Stock Incentive Plan, which description is attached to this Current
Report on Form 8-K as Exhibit 99.1 and incorporated herein by reference. Such description of the
2008 Plan is qualified in its entirety by reference to the complete text of the 2008 Plan, as
amended, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.2 and
incorporated herein by reference.
The provisions of the 1995 ESPP are described in the Companys definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission on April 27, 2011 under Proposal
Three Increase in the Number of Shares Authorized for Issuance Under the 1995 Employee Stock
Purchase Plan, which description is attached to this Current Report on Form 8-K as Exhibit 99.3
and incorporated herein by reference. Such description of the 1995 ESPP is qualified in its
entirety by reference to the complete text of the 1995 ESPP, as amended, a copy of which is
attached to this Current Report on Form 8-K as Exhibit 99.4 and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2011 Annual Meeting, the Companys stockholders voted on the following proposals:
1. The following nominees were elected to the Companys Board of Directors as Class I directors
for terms expiring at the 2014 annual meeting of stockholders.
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For |
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Withheld |
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Broker Non-Votes |
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C. Keith Hartley |
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18,431,665 |
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199,336 |
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3,267,094 |
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Hans Mueller, Ph. D. |
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18,322,764 |
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308,237 |
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3,267,094 |
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William S. Reardon, C.P.A. |
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18,559,161 |
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71,840 |
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3,267,094 |
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2. The amendment to the Companys 2008 Plan was approved.
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For: |
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17,899,172 |
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Against: |
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709,671 |
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Abstain: |
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22,158 |
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Broker Non-Votes: |
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3,267,094 |
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3. The amendment to the Companys 1995 ESPP was approved.
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For: |
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18,387,993 |
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Against: |
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231,125 |
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Abstain: |
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11,883 |
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Broker Non-Votes: |
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3,267,094 |
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4. A non-binding, advisory proposal on the compensation of the Companys named executive officers
was approved.
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For: |
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18,315,679 |
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Against: |
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299,813 |
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Abstain: |
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15,509 |
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Broker Non-Votes: |
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3,267,094 |
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5. The stockholders recommended, in a non-binding, advisory vote, that future advisory votes on
the compensation of the Companys named executive officers be held every year.
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Every 1 Year: |
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18,189,560 |
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Every 2 Years: |
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73,490 |
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Every 3 Years: |
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335,045 |
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Abstain: |
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32,906 |
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Broker Non-Votes: |
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3,267,094 |
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After taking into consideration the foregoing voting results and the Boards prior recommendation
in favor of an annual advisory shareholder vote on the compensation of the Companys named
executive officers, the Board intends to hold future advisory votes on the compensation of the
Companys named executive officers every year.
6. The appointment of Ernst & Young LLP as the independent registered public accounting firm for
the Company for the fiscal year ending December 31, 2011 was ratified.
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For: |
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21,843,648 |
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Against: |
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37,285 |
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Abstain: |
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17,162 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Text of Proposal Two Amendment of 2008 Stock Incentive Plan from the Companys
definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on
April 27, 2011
99.2 2008 Stock Incentive Plan, as amended
99.3 Text of Proposal Three Increase in the Number of Shares Authorized for Issuance Under
the 1995 Employee Stock Purchase Plan, from the Companys definitive proxy statement on Schedule
14A filed with the Securities and Exchange Commission on April 27, 2011
99.4 1995 Employee Stock Purchase Plan, as amended
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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.
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Idera Pharmaceuticals, Inc.
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Date: June 17, 2011 |
By: |
/s/ Louis J. Arcudi, III
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Louis J. Arcudi, III |
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Chief Financial Officer,
Treasurer and Secretary |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
99.1
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Text of Proposal Two Amendment of 2008 Stock Incentive
Plan from the Companys definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission
on April 27, 2011 |
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99.2
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2008 Stock Incentive Plan, as amended |
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99.3
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Text of Proposal Three Increase in the Number of Shares
Authorized for Issuance Under the 1995 Employee Stock Purchase
Plan, from the Companys definitive proxy statement on
Schedule 14A filed with the Securities and Exchange Commission
on April 27, 2011 |
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99.4
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1995 Employee Stock Purchase Plan, as amended |
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