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DISCOVERY LABORATORIES INC /DE/ FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 10, 2014



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

Year.

On June 10, 2014, Discovery Laboratories, Inc. (the "Company"), held its Annual Meeting of Stockholders ("Annual Meeting"). As set forth in Item 5.07, the stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation Amendment") to increase the number of authorized shares of common stock, par value $.001 per share ("Common Stock"), from 150 million shares to 250 million shares. On June 10, 2014, the Company filed the Certificate of Incorporation Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Securityholders.

The following matters were voted on by the stockholders of the Company at the Annual Meeting: (i) the election of five directors; (ii) ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014; (iii) an amendment to the Discovery Laboratories, Inc. 2011 Long-Term Incentive Plan (the "2011 Plan Amendment") to increase the number of shares of Common Stock available for issuance under the 2011 Plan by 5.0 million shares from 7.7 million shares to 12.7 million shares; (iv) an amendment to the Company's Certificate of Incorporation to increase the number of authorized shares of Common Stock from 150 million shares to 250 million shares (the "Share Amendment"); and (v) the approval, on an advisory basis, of the compensation of the Company's named executive officers, as described in the Company's 2014 proxy statement. The results of the stockholder votes are as follows:

(i) Election of Directors: each of the nominees for director was elected by a plurality of the votes cast by stockholders as follows:

For Withheld Broker Non-Votes John R. Leone 43,261,534 1,137,886 26,678,235 John G. Cooper 42,457,771 1,941,649 26,678,235 Joseph M. Mahady 43,274,272 1,125,148 26,678,235 Bruce A. Peacock. 43,092,501 1,306,919 26,678,235 Marvin E. Rosenthale, Ph.D. 42,553,105 1,866,315 26,678,235



(ii) Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm: this proposal was approved by a majority of shares present at the meeting and was, therefore, adopted. The vote was as follows:

For Against Abstain 68,810,963 2,170,685 96,007



(iii) The 2011 Plan Amendment was approved by the affirmative vote of a majority of the shares present at the meeting and was, therefore, adopted. The vote was as follows:

For Against Abstain Broker Non-Votes 35,409,194 8,876,919 113,307 26,678,235



(iv) The Share Amendment was approved by a majority of the outstanding shares eligible to vote on the proposal and was, therefore, adopted. The vote was as follows:

For Against Abstain 56,123,289 14,716,742 237,624



(v) The compensation of the Company's named executive officers was approved, on an advisory basis, by a majority of the shares present at the meeting. The vote was as follows:

For Against Abstain Broker Non-Votes 35,852,830 8,463,635 82,955 26,678,235

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1 Certificate of Amendment to the Amended and Restated Certificate of

Incorporation of Discovery Laboratories, Inc. filed on June 10, 2014.


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Source: Edgar Glimpses


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