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): May 18, 2011
Cornerstone Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction
of Incorporation)
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000-50767
(Commission
File Number)
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04-3523569
(IRS Employer
Identification No.) |
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1255 Crescent Green Drive, Suite 250, Cary, NC
(Address of Principal Executive Offices)
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27518
(Zip Code) |
Registrants telephone number, including area code: (919) 678-6611
Not applicable
(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:
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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 18, 2011, the Company held its 2011 Annual Meeting of Stockholders to (i) elect eight
members to the Board of Directors to serve as directors until the sooner of the election and
qualification of their successors or the next annual meeting of stockholders; (ii) ratify the
selection by the Audit Committee of Grant Thornton LLP as the Companys independent registered
public accounting firm for the fiscal year ending December 31, 2011; (iii) hold an advisory vote on
executive compensation; and (iv) hold an advisory vote on the frequency of future advisory votes on
executive compensation. For more information about the foregoing matters, see the Companys proxy
statement dated April 18, 2011.
As of March 28, 2011, the record date for the Annual Meeting, there were 25,703,434 shares of
common stock issued, outstanding and entitled to vote. At the Annual Meeting, 23,039,491 shares
of common stock were represented in person or by proxy, constituting a quorum. The certified
results of the matters voted on at the Annual Meeting are set forth below.
Proposal No. 1 Election of Eight Directors.
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Broker |
Nominee |
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For |
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Withheld |
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Non-Vote |
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Craig A. Collard |
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16,907,986 |
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766,678 |
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5,364,827 |
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Christopher Codeanne |
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17,601,222 |
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73,442 |
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5,364,827 |
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Michael Enright |
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17,601,222 |
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73,442 |
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5,364,827 |
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Michael Heffernan |
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17,645,555 |
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29,109 |
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5,364,827 |
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Alessandro Chiesi |
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16,828,597 |
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846,067 |
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5,364,827 |
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Anton Giorgio Failla |
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16,828,597 |
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846,067 |
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5,364,827 |
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Robert M. Stephan |
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16,690,843 |
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983,821 |
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5,364,827 |
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Marco Vecchia |
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16,811,213 |
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863,451 |
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5,364,827 |
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All director nominees were duly elected.
Proposal No. 2 Ratification of the selection by the Audit Committee of Grant Thornton LLP as the
Companys independent registered public accounting firm for the fiscal year ending December 31,
2011.
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For |
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Against |
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Abstain |
23,014,033
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17,563
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7,895 |
This proposal was approved.
Proposal No. 3 Advisory vote on executive compensation.
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For |
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Against |
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Abstain |
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Broker Non-Votes |
17,576,942
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58,626
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39,096
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5,364,827 |
This proposal was approved on an advisory basis.
Proposal No. 4 Advisory vote on the frequency of future advisory votes on executive
compensation.
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One Year |
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Two Years |
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Three Years |
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Abstain |
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Broker Non-Votes |
1,999,990
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60,696
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15,602,956
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11,022
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5,364,827 |
The stockholders approved, on an advisory basis, a triennial advisory vote on executive
compensation. Based on these results, and consistent with the Companys recommendation, the Board
of Directors has determined that the Company will hold an advisory vote on executive compensation
every three years.