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

NEUROCRINE BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)		0-22705 (Commission File Number)		33-0525145 (IRS Employer Identification No.)

12790 El Camino Real (Address of principal executive offices)		92130 (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))

 

 

ITEM 8.01 Other Events.

The Company’s Annual Meeting of Stockholders was held on June 1, 2007. As of the close of business on April 2, 2007, the record date for the Annual Meeting, there were 37,919,511 shares of common stock entitled to vote, of which there were 33,600,083 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on four matters: (i) the election of three Class II Directors for a term of three years expiring at the 2010 Annual Meeting of Stockholders, (ii) 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 4,300,000 to 4,800,000 shares, (iii) the consideration of a stockholder proposal to declassify the Board of Directors, and (iv) 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, 2007. The voting results were as follows:

•

Election of three Class II Directors for a term of three years expiring at the 2010 Annual Meeting of Stockholders

		Corinne H. Lyle		For     31,509,717		Withheld     2,090,366
		Richard F. Pops		For     29,045,760		Withheld     4,554,323
		Stephen A. Sherwin		For     29,046,278		Withheld     4,553,805

			The three nominees for Class II Director were elected. Our Class III Director, Gary A. Lyons, continues in office until our 2008 Annual Meeting of Stockholders. Our Class I Directors, Joseph A. Mollica, Ph.D., Wylie W. Vale, Ph.D. and W. Thomas Mitchell, continue in office until our 2009 Annual Meeting of Stockholders.
	•		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 4,300,000 to 4,800,000 shares

		For     14,951,094		Against     7,675,938		Abstain     58,504

			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     12,348,991		Against     10,259,246		Abstain     77,299

			The stockholder proposal was approved.
	•		Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2007

		For     33,107,855		Against     370,923		Abstain     121,304

The appointment of Ernst & Young LLP was ratified.

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.