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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): July 9, 2010
ANTHERA PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-34637
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20-1852016 |
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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25801 Industrial Boulevard, Suite B, Hayward,
California
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94545 |
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(Address of principal executive offices)
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(Zip Code) |
Registrants telephone number, including area code: (510) 856-5600
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers |
Amended and Restated 2010 Stock Option and Incentive Plan
On July 9, 2010, at the Annual Meeting of Stockholders of Anthera Pharmaceuticals, Inc. (the
Company), the stockholders approved (a) the Companys Amended and Restated 2010 Stock Option and
Incentive Plan (the Stock Option Plan), which amended the Companys existing plan to increase the
number of shares authorized for issuance thereunder by 200,000 shares and (b) the Companys 2010
Employee Stock Purchase Plan (the ESPP).
The description of each of the Stock Option Plan and the ESPP is qualified in its entirety by
reference to the Stock Option Plan and ESPP, respectively, a copy of each of which was included as
Appendix A and Appendix B, respectively, to the Companys 2010 Notice and Proxy Statement filed
with the Securities and Exchange Commission (the SEC) on June 8, 2010, and incorporated herein by
reference.
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Item 5.07 |
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Submission of Matters to a Vote of Security Holders. |
The following proposals were submitted to the stockholders at the 2010 Annual Meeting of
Stockholders held on July 9, 2010:
(i) The election of two Class I directors, as nominated by the Board of Directors, to hold
office until the 2013 Annual Meeting of Stockholders;
(ii) The approval the Companys Stock Option Plan, which amends the Companys existing plan to
increase the number of shares authorized for issuance thereunder by 200,000 shares;
(iii) The approval of the Companys ESPP; and
(iv) The ratification of the appointment of Deloitte & Touche LLP as the independent
registered public accounting firm of the Company for its fiscal year ending December 31, 2010.
The proposals are described in detail in the Companys Proxy Statement filed with the SEC on
June 8, 2010.
The number of shares of common stock entitled to vote at the annual meeting was 22,312,870.
The number of shares of common stock present or represented by valid proxy at the Annual Meeting
was 17,933,511. All matters submitted to a vote of the Companys stockholders at the Annual
Meeting were approved and all director nominees were elected.
The number of votes cast for and against and the number of abstentions and broker non-votes
with respect to each matter voted upon are set forth below:
(i) Election of two Class I Directors
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Director Nominee |
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Votes For |
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Votes Withheld |
Donald J. Santel |
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16,761,156 |
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900 |
David E. Thompson |
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16,759,726 |
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2,330 |
There were 1,171,455 broker non-votes regarding the election of directors.
(ii) Approval of the Stock Option Plan.
Stockholders approved the Companys Stock Option Plan, which amends the Companys existing
plan to increase the number of shares authorized for issuance thereunder by 200,000 shares. The
results of the voting included 14,879,099 votes for, 1,871,905 votes against and 11,052 votes
abstained.
There were 1,171,455 broker non-votes regarding this proposal
(iii) Approval of ESPP.
Stockholders approved the Companys ESPP. The results of the voting included 16,065,586 votes
for, 685,318 votes against and 11,152 votes abstained.
There were 1,171,455 broker non-votes regarding this proposal.
(iv) Ratification of Auditors.
Stockholders ratified the appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2010. The results of the
voting included 17,933,511 votes for, 0 votes against, and 0 votes abstained.
There were no broker non-votes regarding this proposal.
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.
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Date: July 13, 2010 |
Anthera Pharmaceuticals, Inc.
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By: |
/s/ Christopher P. Lowe
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Christopher P. Lowe |
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Chief Financial Officer and
Vice President of Administration |
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