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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 the earliest event reported): May 28, 2008
NEUROCRINE BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
         
         
Delaware   0-22705   33-0525145
(State or other
jurisdiction of
incorporation or
organization) 		  (Commission File
Number) 		  (IRS Employer
Identification No.)
         
12790 El Camino Real, San Diego, California
   92130
(Address of principal executive offices)
   (Zip Code)
Registrant’s telephone number, including area code: (858) 617-7600
N/A
(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))
 
 

 

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ITEM 8.01 OTHER EVENTS
SIGNATURES

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ITEM 8.01 OTHER EVENTS.
The Company’s Annual Meeting of Stockholders was held on May 28, 2008. As of the close of business on April 1, 2008, the record date for the Annual Meeting, there were 38,421,043 shares of common stock entitled to vote, of which there were 35,723,541 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on five matters: (i) the election of two Class III Directors for a term of three years expiring at the 2011 Annual Meeting of Stockholders, (ii) the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008, (iii) the approval of an amendment to the Company’s 2003 Incentive Stock Plan, as amended, to increase the number of shares of common stock reserved for issuance thereunder from 4,800,000 to 5,300,000 shares, (iv) the consideration of a stockholder proposal to declassify the Board of Directors, and (v) the consideration of a stockholder proposal regarding an engagement process with the proponents of certain stockholder proposals. The voting results were as follows:
  •   Election of two Class III Directors for a term of three years expiring at the 2011 Annual Meeting of Stockholders
                         
Gary A. Lyons
  For     27,218,907     Withheld     8,504,634  
Kevin C. Gorman, Ph.D.
  For     31,481,827     Withheld     4,241,714  
      The two nominees for Class III Director were elected. Our Class I Directors, Joseph Mollica, Ph.D, Wylie W. Vale, Ph.D. and W. Thomas Mitchell, continue in office until our 2009 Annual Meeting of Stockholders. Our Class II Directors, Corinne H. Lyle, Richard F. Pops, and Stephen A. Sherwin, continue in office until our 2010 Annual Meeting of Stockholders.
  •   Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2008
                                 
For
    34,388,279     Against     1,131,756     Abstain      203,506
      The appointment of Ernst & Young LLP was ratified.
  •   Approval of an amendment to the Company’s 2003 Incentive Stock Plan, as amended, which increases the number of shares of common stock reserved for issuance from 4,800,000 to 5,300,000 shares
                                 
For
    15,678,162     Against     9,399,422     Abstain      109,986
      The amendment to the Company’s 2003 Incentive Stock Plan, as amended, was approved.
  •   Consideration of a stockholder proposal to declassify the Board of Directors
                                 
For
    17,100,280     Against     8,011,694     Abstain      75,596
      The stockholder proposal was approved.
  •   Consideration of a stockholder proposal regarding an engagement process with the proponents of certain stockholder proposals
                                 
For
    13,941,016     Against     11,140,397     Abstain      106,157
      The stockholder proposal was approved.

 

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SIGNATURES
          Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
         
 
       
Dated: May 28, 2008  
  NEUROCRINE BIOSCIENCES, INC.    
 
        
 
  /s/ TIMOTHY P. COUGHLIN      
 
       
 
  Timothy P. Coughlin     
 
  Vice President and Chief Financial Officer