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
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 the Annual Meeting of Stockholders of Infinity Pharmaceuticals, Inc. (the “Company”) held on May 18, 2011, our stockholders voted on four matters as follows:
1. The following eleven nominees were elected to the Company’s Board of Directors to serve for a one-year term expiring at the 2012 annual meeting of stockholders:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||||||||||||
| Martin Babler |
17,598,901 | 688,224 | 2,033 | 1,680,941 | ||||||||||||
| Anthony B. Evnin, Ph.D. |
17,604,528 | 684,347 | 283 | 1,680,941 | ||||||||||||
| Steven H. Holtzman |
17,630,068 | 658,457 | 633 | 1,680,941 | ||||||||||||
| Eric S. Lander, Ph.D. |
13,157,492 | 5,131,383 | 283 | 1,680,941 | ||||||||||||
| Patrick P. Lee |
17,364,843 | 921,932 | 2,383 | 1,680,941 | ||||||||||||
| Arnold J. Levine, Ph.D. |
17,637,669 | 649,356 | 2,133 | 1,680,941 | ||||||||||||
| Thomas J. Lynch, M.D. |
17,635,992 | 651,133 | 2,033 | 1,680,941 | ||||||||||||
| Adelene Q. Perkins |
17,637,367 | 649,658 | 2,133 | 1,680,941 | ||||||||||||
| Ian F. Smith |
17,371,402 | 915,623 | 2,133 | 1,680,941 | ||||||||||||
| James B. Tananbaum, M.D. |
17,370,261 | 916,864 | 2,033 | 1,680,941 | ||||||||||||
| Michael C. Venuti, Ph.D. |
17,599,576 | 689,299 | 283 | 1,680,941 | ||||||||||||
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 | |||
| 17,541,240 | 727,560 | 20,358 | 1,680,941 |
3. 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 3 Years |
Every 2 Years | Every 1 Year | Abstain | |||
| 12,534,817 | 69,405 | 5,670,145 | 14,791 |
After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an advisory shareholder vote on the compensation of the Company’s named executive officers every three years, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every three years.
4. The selection 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 | |||
| 19,948,663 | 17,414 | 4,022 | — |
| Item 8.01 | Other Events. |
On May 19, 2011, we issued a press release announcing clinical development plans for our Hsp90 chaperone inhibitor program including the initiation of a Phase 2 clinical trial of retaspimycin HCl, also known as IPI-504, in combination with docetaxel in patients with non-small cell lung cancer (NSCLC). In addition, we announced top-line results from our Phase 1b clinical trial of retaspimycin HCl in combination with docetaxel in patients with NSCLC. The full text of this press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | The following exhibit is included in this report: |
| Exhibit No. |
Description | |
| 99.1 | Press Release dated May 19, 2011 | |
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: May 19, 2011 | By: | /s/ Gerald E. Quirk | ||
| Gerald E. Quirk | ||||
| Vice President, Corporate Affairs and General Counsel | ||||