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 1, 2011
Curis, Inc.
(Exact name of registrant as specified in charter)
| Delaware | 000-30347 | 04-3505116 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 4 Maguire Road, Lexington, MA | 02421 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (617) 503-6500
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:
| ¨ | 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 the annual meeting of shareholders of Curis, Inc. (the “Company”) held on June 1, 2011, the Company’s shareholders voted on the following proposals:
1. The following nominees were elected to the Company’s Board of Directors as Class III directors for terms expiring at the 2014 annual meeting of shareholders.
| For | Withheld | Broker Non-Votes | ||||||||||
| Susan B. Bayh |
31,552,165 | 3,863,517 | 31,088,024 | |||||||||
| Martyn D. Greenacre |
34,839,105 | 576,577 | 31,088,024 | |||||||||
| Kenneth I. Kaitin |
34,792,280 | 623,402 | 31,088,024 | |||||||||
2. The appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2011 was ratified.
| For: |
65,777,046 | |||
| Against: |
476,697 | |||
| Abstain: |
249,963 |
3. A non-binding, advisory proposal on the compensation of the Company’s named executive officers was approved.
| For: |
34,542,427 | |||
| Against: |
767,996 | |||
| Abstain: |
105,259 | |||
| Broker Non-Votes: |
31,088,024 |
4. The shareholders recommended, in a non-binding, advisory vote, that future advisory votes on the compensation of the Company’s named executive officers be held every three years.
| Every 1 Year: |
11,959,781 | |||
| Every 2 Years: |
130,911 | |||
| Every 3 Years: |
23,211,338 | |||
| Abstain: |
113,652 | |||
| Broker Non-Votes: |
31,088,024 |
After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of a triennial advisory shareholder vote on the compensation of the Company’s named executive officers, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers 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.
| Curis, Inc. | ||||
| Date: June 3, 2011 | By: | /s/ MICHAEL P. GRAY | ||
| Michael P. Gray Chief Operating Officer and Chief Financial Officer | ||||