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 17, 2014
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.) |
| 780 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)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At our Annual Meeting of stockholders held on June 17, 2014, our stockholders voted on three matters as follows:
| 1. | The following nine nominees were elected to our Board of Directors to serve for a one-year term expiring at the 2015 annual meeting of stockholders: |
| Votes For | Votes Against | Votes Abstaining |
Broker Non-Votes |
|||||||||||||
| José Baselga, M.D., Ph.D. |
37,174,573 | 37,434 | 14,272 | 4,378,617 | ||||||||||||
| Jeffrey Berkowitz, J.D. |
36,900,288 | 311,719 | 14,272 | 4,378,617 | ||||||||||||
| Anthony B. Evnin, Ph.D. |
37,178,950 | 35,357 | 11,972 | 4,378,617 | ||||||||||||
| Gwen A. Fyfe, M.D. |
37,161,461 | 52,839 | 11,979 | 4,378,617 | ||||||||||||
| Eric S. Lander, Ph.D. |
37,178,013 | 36,449 | 11,817 | 4,378,617 | ||||||||||||
| Adelene Q. Perkins |
36,807,652 | 406,320 | 12,307 | 4,378,617 | ||||||||||||
| Norman C. Selby |
36,230,706 | 983,101 | 12,472 | 4,378,617 | ||||||||||||
| Ian F. Smith |
37,155,278 | 58,677 | 12,324 | 4,378,617 | ||||||||||||
| Michael C. Venuti, Ph.D. |
36,879,433 | 335,029 | 11,817 | 4,378,617 | ||||||||||||
| 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 |
|||||||||||
| 30,200,184 | 6,906,213 | 119,882 | 4,378,617 | |||||||||||
| 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 |
|||||||||||
| 41,522,953 | 69,047 | 12,896 | — | |||||||||||
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 17, 2014 | By: | /s/ Lawrence E. Bloch | ||||
| Lawrence E. Bloch | ||||||
| EVP, Chief Financial Officer & Chief Business Officer | ||||||