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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): May 18, 2011
Cornerstone Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
         
Delaware
(State or Other Jurisdiction
of Incorporation)
  000-50767
(Commission
File Number)
  04-3523569
(IRS Employer
Identification No.)
     
1255 Crescent Green Drive, Suite 250, Cary, NC
(Address of Principal Executive Offices)
  27518
(Zip Code)
Registrant’s 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 Company’s 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 Company’s 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.
                         
                    Broker
Nominee   For   Withheld   Non-Vote
     
Craig A. Collard
    16,907,986       766,678       5,364,827  
Christopher Codeanne
    17,601,222       73,442       5,364,827  
Michael Enright
    17,601,222       73,442       5,364,827  
Michael Heffernan
    17,645,555       29,109       5,364,827  
Alessandro Chiesi
    16,828,597       846,067       5,364,827  
Anton Giorgio Failla
    16,828,597       846,067       5,364,827  
Robert M. Stephan
    16,690,843       983,821       5,364,827  
Marco Vecchia
    16,811,213       863,451       5,364,827  
     All director nominees were duly elected.
Proposal No. 2 — Ratification of the selection by the Audit Committee of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
         
For   Against   Abstain
23,014,033
  17,563   7,895
     This proposal was approved.
Proposal No. 3 — Advisory vote on executive compensation.
             
For   Against   Abstain   Broker Non-Votes
17,576,942   58,626   39,096   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.
                 
One Year   Two Years   Three Years   Abstain   Broker Non-Votes
1,999,990   60,696   15,602,956   11,022   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 Company’s recommendation, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation every three years.

 


 

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.
         
  CORNERSTONE THERAPEUTICS INC.
 
 
Date: May 24, 2011  By:   /s/ Andrew K. W. Powell    
    Andrew K. W. Powell   
    Executive Vice President, General Counsel and Secretary