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 17, 2014
 
Progenics Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-23143
 
13-3379479
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
 
777 Old Saw Mill River Road, Tarrytown, New York
 
10591
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code (914) 789-2800
 
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))
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)  As previously reported in the proxy materials for its 2014 Annual Meeting of Stockholders held on June 17, Progenics' Board of Directors previously approved, subject to stockholder approval, and its stockholders approved at the Annual Meeting, amendment of the Company's 2005 Stock Incentive Plan to extend its expiration date to March 25, 2024 and increase the number of common shares available for issuance from 10,450,000 to 11,450,000.  A copy of the Plan is filed as Exhibit 10.1 hereto and is incorporated into this Item 5.02 by this reference.

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

At the Annual Meeting, stockholders voted on (i) the election of directors; (ii) an advisory vote on the compensation of the Company's named executive officers, (iii) amendment of the 2005 Stock Incentive Plan as described above, and (iv) ratification of the Board of Directors' selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2014. The number of votes cast for and against, and abstentions and broker non-votes with respect to each matter are set forth below.
 
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
 1.  Election of Directors
 
 
 
 
 
 
 
 15,913,841
  Mark R. Baker
 
35,399,892
 
418,755
 
46,327
 
 
  Peter J. Crowley
 
33,897,398
 
1,928,149
 
39,427
 
 
  Karen J. Ferrante
 
35,644,137
 
180,859
 
39,978
 
 
  Michael D. Kishbauch
 
35,433,840
 
391,257
 
39,877
 
 
  Paul J. Maddon
 
35,391,009
 
434,138
 
39,827
 
 
  David A. Scheinberg
 
35,407,416
 
418,131
 
39,427
 
 
  Nicole S. Williams
 
35,169,358
 
654,929
 
40,687
 
 
 
 
 
 
 
 
 
 
 
2.  Advisory vote on compensation of named executive officers
 
35,573,514
 
257,973
 
33,487
 
15,913,841
 
 
 
 
 
 
 
 
 
3.  Stock Incentive Plan amendment
 
35,182,109
 
651,746
 
31,119
 
15,913,841
 
 
 
 
 
 
 
 
 
4.  Ratification of selection of Ernst & Young LLP
 
51,631,912
 
118,169
 
28,734
 
0
 
Item 9.01.
Financial Statements and Exhibits.

(d)  
Exhibits
 
Exhibit No.
Description




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.
 

 
PROGENICS PHARMACEUTICALS, INC.
 
By:
/s/ ANGELO W. LOVALLO, JR.
 
 
Angelo W. Lovallo, Jr.
 
 
Vice President - Finance & Treasurer
 
 
(Principal Financial and Accounting Officer)
 
 
 
 
Date:  June 18, 2014