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DURECT CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 17, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of DURECT Corporation (the "Company"), held on June 16, 2014, the Company's stockholders approved an amendment to the Company's 2000 Stock Plan (the "2000 Stock Plan") to increase the number of shares of the Company's common stock available for issuance under the 2000 Stock Plan by 4,000,000 shares and to re-approve its material terms.

The foregoing description of the amendments to the 2000 Stock Plan is only a summary and is qualified in its entirety by the full text of the 2000 Stock Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

The disclosure set forth under Proposal 1 and Proposal 2 in Item 5.07 of this Form 8-K is incorporated herein by reference.

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

At the Annual Meeting held on June 16, 2014, there were 110,522,882 shares represented to vote either in person or by proxy, or 90.6% 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.

David R. Hoffmann, Jon S. Saxe and Jay Shepard were elected as Class II directors for a term of three years. The voting for each director was as follows:

For Withheld Broker Non-Vote David R. Hoffmann 63,652,722 947,919 35,478,997 Jon S. Saxe 63,631,251 969,390 35,478,997 Jay Shepard 63,639,662 960,979 35,478,997



Proposal 2: An amendment to the 2000 Stock Plan to increase the number of shares of the Company's Common Stock available for issuance by 4,000,000 shares and to re-approve its material terms

The amendment to the 2000 Stock Plan was approved based upon the following votes: For Against Abstain Broker Non-Vote 57,835,863 6,371,347 393,431 35,478,997



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

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

For Against Abstain Broker Non-Vote 58,299,249 3,776,260 2,525,132 35,478,997



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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 2014 was ratified based upon the following votes:

For Against Abstain Broker Non-Vote 99,057,359 475,912 546,367 0



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description 10.1* DURECT Corporation 2000 Stock Plan, as amended.



* Management contract or compensatory plan or arrangement.

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Source: Edgar Glimpses


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