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, 2018
Infinity Pharmaceuticals, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 000-31141 | 33-0655706 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 784 Memorial Drive, Cambridge, MA | 02139 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 453-1000
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At our Annual Meeting of stockholders held on June 12, 2018, our stockholders voted on three matters as follows:
| 1. | The following eight nominees were elected to our Board of Directors to serve for a one-year term expiring at the 2019 annual meeting of stockholders: |
| Votes For | Votes Against |
Votes Abstaining |
Broker Non-Votes |
|||||||||||||
| David Beier, J.D. |
21,793,580 | 554,589 | 21,926 | 24,663,149 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Jeffrey Berkowitz, J.D. |
21,570,673 | 777,490 | 21,932 | 24,663,149 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Anthony B. Evnin, Ph.D. |
21,296,364 | 1,052,348 | 21,383 | 24,663,149 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Michael G. Kauffman, M.D., Ph.D. |
21,352,982 | 995,180 | 21,933 | 24,663,149 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Adelene Q. Perkins |
21,525,207 | 790,819 | 54,069 | 24,663,149 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Norman C. Selby |
21,569,799 | 776,358 | 23,938 | 24,663,149 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Ian F. Smith |
21,737,979 | 577,977 | 54,139 | 24,663,149 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Michael C. Venuti, Ph.D. |
21,541,511 | 804,573 | 24,011 | 24,663,149 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| 2. | A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved. |
| Votes For |
Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 14,415,665 |
7,831,872 | 122,558 | 24,663,149 |
| 3. | The appointment of Ernst & Young LLP as our independent registered public accounting firm for the current fiscal year was ratified. |
| Votes For |
Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 45,974,447 |
621,460 | 437,337 | — |
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.
| INFINITY PHARMACEUTICALS, INC. | ||||||
| Date: June 14, 2018 | By: | /s/ Seth A. Tasker | ||||
| Seth A. Tasker VP, General Counsel | ||||||