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
A.P. Pharma, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-33221
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94-2875566
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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123 Saginaw Drive
Redwood City, CA 94063
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(Address of principal executive offices)
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(650) 366-2626
Registrant’s telephone number, including area code
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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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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 Annual Meeting of Stockholders of A.P. Pharma, Inc. (“the Company”) was held on Thursday, May 20, 2010 at 9:00 a.m. local time at the Company’s headquarters pursuant to notice duly given, at which all of the following three proposals were approved.
Proposal I: Election of directors. The following individuals were elected to the Company’s Board of Directors:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Stephen R. Davis
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20,243,437
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624,036
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12,981,173
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Paul Goddard
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20,269,527
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597,946
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12,981,173
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Ronald Prentki
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20,284,360
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583,113
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12,981,173
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Toby Rosenblatt
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20,225,301
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642,172
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12,981,173
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Kevin C. Tang
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19,762,486
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1,104,987
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12,981,173
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Gregory Turnbull
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20,211,973
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655,500
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12,981,173
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Robert Zerbe
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20,286,007
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581,466
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12,981,173
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Proposal II: To approve an amendment to the Company’s 2007 Equity Incentive Plan (the “2007 Plan”) to increase by 2,000,000 the authorized number of shares of common stock reserved for issuance under the 2007 Plan.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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20,152,737
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708,690
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6,046
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12,981,173
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Proposal III: To ratify the appointment of Odenberg, Ullakko, Muranishi & Co. LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2010.
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Votes For
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Votes Against
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Abstain
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Broker Non-Votes
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33,125,495
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305,981
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417,170
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0
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SIGNATURE
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 thereunto duly authorized.
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A.P. PHARMA, INC.
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May 24, 2010
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/s/ John B. Whelan
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John B. Whelan
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Vice President and Chief Financial Officer
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