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 23, 2011 (June 21, 2011)

 

ALLOS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-29815

 

54-1655029

(State or other jurisdiction

 

(Commission

 

(IRS Employer

of incorporation)

 

File Number)

 

Identification No.)

 

11080 CirclePoint Road, Suite 200

 

 

Westminster, Colorado

 

80020

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (303) 426-6262

 

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 (see General Instruction A.2. below):

 

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))

 

 

 



 

Section 5     — Corporate Governance and Management

 

Item 5.07      Submission of Matters to a Vote of Security Holders.

 

The 2011 Annual Meeting of Stockholders (the “ Annual Meeting ”) for Allos Therapeutics, Inc. (the “ Company ) was held on June 21, 2011, for the following purposes:

 

·                  to elect seven nominees for the Board of Directors, each to serve until the 2012 Annual Meeting of Stockholders and until his successor has been elected and qualified or until his earlier death, resignation or removal;

 

·                   to approve, on an advisory basis, the compensation of the Company’s named executive officers;

 

·                   to indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers; and

 

·                   to ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.

 

At the meeting, each of Paul L. Berns, Stephen J. Hoffman, Ph.D., M.D., Jeffrey R. Latts, M.D., Jonathan S. Leff, Timothy P. Lynch, Nishan de Silva, M.D. and David M. Stout was re-elected as a director of the Company.  The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers.  The stockholders of the Company indicated, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers is every year.  In addition, the stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2011. The final voting results on each of the matters submitted to a vote of stockholders at the Annual Meeting are as follows:

 

 

 

 

For

 

Withheld

 

Broker Non-Votes

 

1.

Election of Directors

 

 

 

 

 

 

 

 

Paul L. Berns

 

75,798,667

 

1,112,510

 

18,061,689

 

 

Stephen J. Hoffman, Ph.D., M.D.

 

54,402,716

 

22,508,461

 

18,061,689

 

 

Jeffrey R. Latts, M.D.

 

73,694,776

 

3,216,401

 

18,061,689

 

 

Jonathan S. Leff

 

69,124,132

 

7,787,045

 

18,061,689

 

 

Timothy P. Lynch

 

75,754,822

 

1,156,355

 

18,061,689

 

 

Nishan de Silva, M.D.

 

75,861,792

 

1,049,385

 

18,061,689

 

 

David M. Stout

 

70,110,171

 

6,801,006

 

18,061,689

 

 

 

 

For

 

Against

 

Abstentions

 

Broker Non-Votes

 

2.  Approval, on an advisory basis, of the compensation of the Company’s named executive officers

 

40,411,714

 

36,437,226

 

62,237

 

18,061,689

 

 

2



 

 

 

1 year

 

2 years

 

3 years

 

Abstentions

 

Broker Non-Votes

 

3.  Indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers

 

38,351,290

 

2,303,246

 

36,197,885

 

58,756

 

18,061,689

 

 

 

 

For

 

Against

 

Abstentions

 

 

 

4.  Ratification of Ernst & Young LLP as independent registered public accounting firm for 2011

 

94,307,202

 

598,077

 

67,587

 

 

 

 

3



 

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.

 

Dated:    June 23, 2011

 

 

 

 

ALLOS THERAPEUTICS, INC.

 

 

 

 

 

 

 

By:

/s/ Marc H. Graboyes

 

 

Marc H. Graboyes

 

Its:

Senior Vice President, General Counsel and Secretary

 

4


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