All six proposals, as described in the Company's Proxy Statement dated May 27, 2016 (the "2016 Proxy Statement"), were approved by the stockholders:
1. To elect three directors (Brian H. Dovey, David J. Endicott, and Lota S. Zoth) for a three-year term to expire at the 2019 Annual Meeting of Stockholders.
2. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016.
3. To approve the Company's Amended and Restated 2007 Equity Incentive Award Plan.
4. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split.
5. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, to increase the Company's authorized shares of common stock.
6. To approve the issuance of the Company's common stock upon the conversion of 0% Convertible Senior Secured Notes Due 2020 and warrants to purchase common stock.
The Reverse Stock Split
The Board of Directors and stockholders approved a 1-for-10 reverse stock split of all of the outstanding shares of Orexigen's common stock. The Company expects that shares of Orexigen will begin trading on a post-split basis on July 12, 2016. At the effective time of the reverse stock split, every 10 shares of the Company's issued and outstanding common stock, par value $0.001, will be consolidated into 1 newly issued and outstanding share of common stock, par value $0.001.
The reverse stock split will reduce the number of shares of the Company's outstanding common stock from approximately 145.9 million to approximately 14.6 million. Proportional adjustments will be made to the Company's outstanding convertible debt, stock options, warrants, and equity incentive plan.
Stockholders who have existing stock certificates will receive written instructions by mail from the Company's transfer agent, American Stock Transfer & Trust Company, LLC. Stockholders may reach the transfer agent at the address or telephone number below.
American Stock Transfer & Trust Company, LLC
6201 15th Avenue
Brooklyn, NY 11219
Shareholder Services: (718) 921-8124
Stockholders who hold their shares in brokerage accounts or "street name" are not required to take any action to effect the exchange of their shares. Such stockholders will be contacted by their brokers with instructions. To the extent the reverse stock split would result in a stockholder owing a fractional share, such stockholder will receive a cash payment in lieu of fractional shares.
Corporate Communications and Business Development
Orexigen Therapeutics, Inc.
BrewLife (Media Contact for Orexigen)
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SOURCE Orexigen Therapeutics, Inc.