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OFFON

DURECT CORPORATION

(DRRX)
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DURECT CORP : 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)

06/16/2021 | 04:17pm EDT

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

At the 2021 Annual Meeting of Stockholders (the "Annual Meeting") of DURECT Corporation (the "Company"), held online via live audio webcast on June 15, 2021, the Company's stockholders approved an 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 Company filed the Charter Amendment with the Secretary of State of the State of Delaware, and it became effective on June 15, 2021.

The foregoing description of the Charter Amendment is qualified in its entirety by the full text of the Charter Amendment, 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 approved based upon the
following votes:



    For        Against      Abstain    Broker Non-Votes
153,817,635   24,197,183   1,009,783          0





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

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          -




                                       3
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Item 9.01 Financial Statements and Exhibits


(d) Exhibits



ExhibitDescription



    3.1   Certificate of Amendment to the Amended and Restated Certificate of
        Incorporation of Durect Corporation
    104 Cover Page Interactive Data File (embedded within the Inline XBRL
        document)







                                       4

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© Edgar Online, source Glimpses

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