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): May 20, 2010

 

 

NABI BIOPHARMACEUTICALS

(Exact Name of Registrant as specified in its charter)

 

 

 

Delaware		000-04829		59-1212264
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

12276 Wilkins Avenue, Rockville, Maryland 20852

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (301) 770-3099

Not Applicable

(Registrant’s name or former address, if change 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 (see General Instruction A.2. below):

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders.

The following provides a summary of votes cast for the proposals on which the stockholders of Nabi Biopharmaceuticals (the “Company”) voted at the annual meeting of stockholders held on May 20, 2010 (the “Annual Meeting”):

Proposal 1. Election of seven directors to serve terms until the next annual meeting of stockholders and the election of their successors.

 

Director Nominee		For		Withheld		Broker Non-Votes
Jason M. Aryeh		22,579,581		9,206,117		21,767,422
David L. Castaldi		20,476,342		11,309,356		21,767,422
Geoffrey F. Cox, Ph.D.		20,494,674		11,291,024		21,767,422
Peter B. Davis		7,575,412		24,210,286		21,767,422
Raafat Fahim, Ph.D.		23,134,949		8,650,749		21,767,422
Richard A. Harvey, Jr.		18,704,962		13,080,736		21,767,422
Timothy P. Lynch		20,482,480		11,302,218		21,767,422

Proposal 2. The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 25, 2010

 

For		Against		Abstain
43,242,621		195,334		115,165

At the Annual Meeting, Peter B. Davis received less than a majority of the total votes cast with respect to his re-election as a director. Promptly following the Annual Meeting, Mr. Davis tendered his resignation as required by the Company’s Corporate Governance Principles. In accordance with those Principles, the Nominating and Governance Committee promptly met in person to consider whether to recommend acceptance or rejection of Mr. Davis’ tendered resignation to the full Board of Directors, which is charged under the Principles with making that determination. The Nominating and Governance Committee recommended to the Board of Directors that it reject Mr. Davis’ tendered resignation. The Board of Directors met in person promptly after the meeting of the Nominating and Governance Committee to consider its recommendation, and review the facts and circumstances relevant to the stockholder vote. Considering the best interests of the Company and its stockholders and other factors, the Board of Directors rejected Mr. Davis’ resignation, noting Mr. Davis’ significant contributions to the Company, the Board of Directors, the Audit Committee, and various committees of the Board in connection with the Company’s strategic alternative as well as his financial background and expertise. Mr. Davis did not take part in either the Nominating and Governance Committee or the Board’s deliberations.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Date: May 26, 2010