- Current report filing (8-K)
May 28 2010 - 4:40PM
Edgar (US Regulatory)
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 26, 2010
ONYX PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE
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0-28298
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94-3154463
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(State of incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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2100 Powell Street
Emeryville, California 94608
(Address of principal executive offices and zip code)
Registrants telephone number, including area code:
(510) 597-6500
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT
OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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At the 2010 annual meeting of stockholders of Onyx Pharmaceuticals, Inc., or Onyx, held on May
26, 2010, the stockholders approved an amendment to Onyxs 2005 Equity Incentive Plan, or the
Incentive Plan, that effected the following changes (the Incentive Plan Amendments):
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the aggregate number of authorized shares of common stock available for issuance
under the Incentive Plan was increased by 3,000,000 shares;
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the size of the annual restricted stock award to continuing non-employee directors
was increased such that, beginning in 2011, on the last business day of March each
year, continuing non-employee directors will receive a combination of an option to
purchase 5,000 shares of common stock and a restricted stock bonus award covering 3,000
shares of common stock, with such numbers of shares reduced
pro rata
if any
non-employee director has served on the Board of Directors for less than one year; and
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on the date of the 2010 annual meeting of stockholders of Onyx, each continuing
non-employee director received a transitional restricted stock bonus award covering
1,000 shares of common stock with such numbers of shares reduced pro rata if any
non-employee director had served on the Board of Directors for less than one year as of
March 31, 2010.
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A more detailed summary of the material features of the Incentive Plan is set forth in Onyxs
definitive proxy statement for the annual meeting, filed with the Securities and Exchange
Commission on April 9, 2010, or the Proxy Statement. The foregoing summary does not purport to be
complete and is qualified in its entirety by reference to the full text of the Incentive Plan,
which is attached hereto as Exhibit 10.13(i) and incorporated herein by reference.
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ITEM 5.07
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SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
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At the 2010 annual meeting of stockholders of Onyx held on May 26, 2010, the stockholders
approved the three proposals listed below. The proposals are described in detail in the Proxy
Statement. The results of the matters voted upon at the meeting were:
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(a)
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All of the nominees of the Board of Directors
were elected to serve until Onyxs annual
meeting of stockholders in 2013. The nominees
were: Corinne H. Nevinny; 45,420,879 shares of
common stock voted for, none against,
645,770 withheld, and 9,354,045 broker
non-votes; and Thomas G. Wiggans; 41,482,387
shares of common stock voted for, none
against, 4,584,262 withheld, and 9,354,045
broker non-votes. The term of office of
directors Magnus Lundberg and N. Anthony
Coles, M.D. continues until Onyxs annual
meeting of stockholders in 2011. The term of
office of directors Paul Goddard, Ph.D.,
Antonio J. Grillo-López, M.D., and Wendell
Wierenga, Ph.D. continues until Onyxs annual
meeting of stockholders in 2012.
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(b)
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The stockholders approved the Incentive Plan
Amendments: 33,650,708 shares of common stock
voted for, 12,394,916 against, 21,025
abstaining, and 9,354,045 broker non-votes.
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(c)
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The stockholders ratified the selection by the Audit
Committee of the Board of Directors of Ernst &Young LLP as
Onyxs independent registered public accounting firm for the
fiscal year ending December 31, 2010: 48,976,511 shares of
common stock voted for, 6,413,078 against, 31,105
abstaining and zero broker non-votes.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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Exhibit Number
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Description
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10.13(i)
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2005 Equity Incentive Plan, as amended
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SIGNATURES
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.
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Date: May 28, 2010
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ONYX PHARMACEUTICALS, INC.
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By:
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/s/ Matthew K. Fust
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Matthew K. Fust
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Executive Vice President and Chief Financial Officer
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INDEX TO EXHIBITS
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Exhibit Number
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Description
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10.13(i)
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2005 Equity Incentive Plan, as amended
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