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 12, 2015
Merrimack Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-35409 | 04-3210530 | ||
| (State or Other Jurisdiction of Incorporation |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Kendall Square, Suite B7201 Cambridge, MA |
02139 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 441-1000
(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 (see General Instruction A.2. below):
| ¨ | 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 2015 Annual Meeting of Stockholders of Merrimack Pharmaceuticals, Inc. (the “Company”) held on May 12, 2015, the Company’s stockholders voted as follows:
1. The stockholders elected the nominees listed below to the Company’s board of directors (the “Board”), each for a one year term ending at the Company’s 2016 annual meeting of stockholders.
| Nominees |
For | Withheld | Broker Non-Votes | |||||||||
| Gary L. Crocker |
50,123,933 | 429,098 | 31,499,652 | |||||||||
| Gordon J. Fehr |
50,339,013 | 214,018 | 31,499,652 | |||||||||
| Vivian S. Lee, M.D., Ph.D. |
50,353,073 | 199,958 | 31,499,652 | |||||||||
| John Mendelsohn, M.D. |
50,304,478 | 248,553 | 31,499,652 | |||||||||
| Robert J. Mulroy |
50,266,303 | 286,728 | 31,499,652 | |||||||||
| Ulrik B. Nielsen, Ph.D. |
50,350,990 | 202,041 | 31,499,652 | |||||||||
| Michael E. Porter, Ph.D. |
50,136,108 | 416,923 | 31,499,652 | |||||||||
| James H. Quigley |
50,353,783 | 199,248 | 31,499,652 | |||||||||
| Russell T. Ray |
50,355,147 | 197,884 | 31,499,652 | |||||||||
2. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.
| For: |
49,265,951 | |||
| Against: |
841,427 | |||
| Abstain: |
445,653 |
3. The stockholders recommended, on a non-binding advisory basis, that future advisory votes to approve executive compensation be held every year.
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 45,436,917 | 318,767 | 4,316,212 | 481,135 |
After taking into consideration the foregoing voting results and the Board’s prior recommendation in favor of an annual advisory stockholder 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 year.
4. The stockholders ratified the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015.
| For: |
81,685,213 | |||
| Against: |
271,761 | |||
| Abstain: |
95,709 |
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.
| MERRIMACK PHARMACEUTICALS, INC. | ||||||
| Date: May 14, 2015 | By: | /s/ Jeffrey A. Munsie | ||||
| Jeffrey A. Munsie | ||||||
| Vice President and General Counsel | ||||||