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DURECT CORPORATION

(DRRX)
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DURECT : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K/A)

06/25/2021 | 09:34am EDT

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 25, 2021, the Company filed with the Secretary of State of the State of Delaware a Certificate of Correction (the "Certificate of Correction") to void the previously filed amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of common stock from 350,000,000 to 600,000,000 (the "Charter Amendment").

The foregoing description of the Certificate of Correction is qualified in its entirety by the full text of the Certificate of Correction, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

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

At the Annual Meeting, there were 179,024,601 shares represented to vote either in person or by proxy, or 78.7% of the outstanding shares, which represented a quorum. The final results of voting for each matter submitted to a vote of stockholders at the Annual Meeting were as follows:

Proposal 1: Election of Directors

Mohammad Azab, James E. Brown and Gail M. Farfel were elected as Class III directors for a term of three years. The voting for each director was as follows:




                     For       Withheld    Broker Non-Votes

Mohammad Azab 121,181,545 3,115,264 54,727,792 James E. Brown 118,079,208 6,217,601 54,727,792 Gail M. Farfel 117,513,242 6,783,567 54,727,792

Proposal 2*: An amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 350,000,000 to 600,000,000

The amendment to our Certificate of Incorporation was not approved based upon the following votes:

For Against Abstain Broker Non-Votes 99,089,843 24,197,183 1,009,783 54,727,792

Proposal 3: Say on Pay - An advisory vote on the approval of executive compensation

The Company's compensation of the Company's Named Executive Officers was approved on a non-binding, advisory basis based upon the following votes:



    For        Against     Abstain    Broker Non-Votes
109,373,675   8,817,556   6,105,578      54,727,792






                                       2
--------------------------------------------------------------------------------

Proposal 4: Ratification of Appointment of Independent Registered Public Accounting Firm for the Company for the Current Fiscal Year

The appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2021 was ratified based upon the following votes:



    For       Against   Abstain   Broker Non-Votes
177,553,401   975,939   495,261          --



* In the Original 8-K, the voting results of Proposal No. 2, reflected a tabulation report that treated the proposal as "routine," while the Company's proxy materials for the Annual Meeting described the proposal as "non-routine." When tabulated as a non-routine matter, Proposal No. 2 was not approved by stockholders.

Item 9.01 Financial Statements and Exhibits


(d) Exhibits



ExhibitDescription



    3.1   Certificate of Correction to the Charter Amendment, filed on June 25,
        2021
    104 Cover Page Interactive Data File (embedded within the Inline XBRL
        document)







                                       3

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© Edgar Online, source Glimpses

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