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)
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| Delaware
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033-80623
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95-4343413 |
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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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1522 217th Place S.E.
Bothell, Washington
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98021 |
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(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:
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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)) |
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:
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| Proposal: Election of Directors |
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Withheld |
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Broker Non-Vote |
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Scott Cormack |
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2,997,878 |
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65,997 |
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1,469,760 |
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Michelle Burris |
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2,998,014 |
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65,861 |
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1,469,760 |
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Neil Clendeninn |
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2,998,053 |
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65,822 |
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1,469,760 |
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Jack Goldstein |
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2,997,270 |
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66,605 |
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1,469,760 |
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Martin Mattingly |
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2,997,463 |
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66,412 |
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1,469,760 |
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Stewart Parker |
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2,997,528 |
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66,347 |
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1,469,760 |
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| Proposal: |
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For |
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Against |
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Abstain |
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Broker Non-Vote |
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Auditor Ratification |
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4,477,459 |
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46,800 |
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9,376 |
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0 |
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2010 Plan |
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2,927,749 |
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122,136 |
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13,990 |
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1,469,760 |
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Certificate of Amendment |
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3,410,682 |
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1,053,391 |
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1,062,659 |
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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
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| Exhibit No. |
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Description |
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3.1 |
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Fourth Amended and Restated Bylaws of OncoGenex Pharmaceuticals, Inc. |
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3.2 |
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Certificate of Amendment of Certificate of Incorporation of OncoGenex Pharmaceuticals, Inc. |
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10.1 |
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Form of OncoGenex Pharmaceuticals, Inc. 2010 Stock Option Agreement under the 2010 Performance
Incentive Plan |
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10.2 |
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Form of OncoGenex Pharmaceuticals, Inc. 2010 Restricted Stock Purchase Agreement under the
2010 Performance Incentive Plan |
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10.3 |
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OncoGenex Pharmaceuticals, Inc. Short Term Incentive Awards Program |
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