a50657165.htm
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 18, 2013


Anika Therapeutics, Inc.
(Exact name of registrant as specified in its charter)

 
Massachusetts
000-21326
04-3145961
(State or other jurisdiction
(Commission File
(IRS Employer
of incorporation)
Number)
Identification No.)

 
32 Wiggins Avenue
Bedford, Massachusetts
 
 
01730
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code:  (781) 457-9000

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 5.07    Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on June 18, 2013. Proxies were solicited pursuant to the Company’s proxy statement filed on April 23, 2013, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934. There was no solicitation in opposition to the Company’s solicitation. At the meeting, holders of the Company’s common stock were asked:
 
  1. To elect two (2) Class II directors nominated by the Board of Directors, each to serve until the 2016 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified;
  2. To consider and approve an amendment to the Anika Therapeutics, Inc. Second Amended and Restated 2003 Stock Option and Incentive Plan;
  3. To ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year; and
  4. To consider and approve an advisory vote regarding the compensation of the Company’s Named Executive Officers.
 
A total of 12,665,197 shares of Common Stock were present in person or by proxy at the meeting, representing approximately 90% of the voting power of the Company entitled to vote. Each share of the Company’s common stock was entitled to one vote with respect to matters submitted to a vote of the Company’s stockholders, and the voting results reported below are final.

PROPOSAL 1
 
Each of the Company’s nominees for director as listed in the proxy statement was re-elected as shown in the table below:  

Nominee
Votes “For”
Votes Withheld
Broker
Non-Votes
Raymond J. Land
9,228,217
687,321
2,749,659
       
John C. Moran
9,213,597
701,941
2,749,659


PROPOSAL 2
 
Stockholders also approved an amendment to the Anika Therapeutics, Inc. Second Amended and Restated 2003 Stock Option and Incentive Plan as shown in the table below: 
For
Against
Abstained
Broker
Non-Votes
                  8,882,301
1,014,369
18,868
2,749,659
 
 
 
 
 
PROPOSAL 3
 
Stockholders also ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2013 fiscal year as shown in the table below: 

For
Against
Abstained
Broker
Non-Votes
                 12,368,118
284,929
12,150
0
 
PROPOSAL 4

Stockholders approved, on an advisory basis, the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement of the Meeting as shown in the table below:

For
Against
Abstained
Broker
Non-Votes
                 8,554,193
1,298,733
62,612
2,749,659


Item 9.01  Financial Statements and Exhibits.

(d)  Exhibits.

10.1
Amendment to Anika Therapeutics, Inc. Second Amended and Restated 2003 Stock Option and Incentive Plan

 
 
 

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.
 
  Anika Therapeutics, Inc.  
       
June 21, 2013   
By:
/s/ Sylvia Cheung  
  Name:  Sylvia Cheung  
  Title:  Chief Financial Officer  
       

 
 
 
 
Exhibit Index

10.1
Amendment to Anika Therapeutics, Inc. Second Amended and Restated 2003 Stock Option and Incentive Plan