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 24, 2011
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Sucampo Pharmaceuticals, Inc.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33609
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30-0520478
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(State or Other Juris-
diction of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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4520 East-West Highway, Suite 300
Bethesda, Maryland
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20814
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (301) 961-3400
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(Former Name or Former Address, if Changed Since Last Report)
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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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 24, 2011, Sucampo Pharmaceuticals, Inc., or the Company, held its Annual Meeting of Stockholders at the Hyatt Regency Bethesda, One Bethesda Metro Center, 7400 Wisconsin Avenue, Bethesda, Maryland 20814. A total of 12,263,222 shares of class A common stock, par value $0.01, and 26,191,050 shares of class B common stock, par value $0.01, or approximately 91.9% of the 41,850,967 shares of common stock outstanding and entitled to vote at the Annual Meeting, were present in person or by proxies. The final voting results for each of the proposals submitted to a vote of Company stockholders at the Annual Meeting are set forth below.
Proposal 1. Election of Directors. Seven members were nominated by the Board of Directors for election as directors of the Company, each to hold office for a term of one year expiring at the 2012 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified. Each nominee was an incumbent director, no other person was nominated, and each nominee was elected. The votes cast for, against, broker no-vote, or withheld with respect to each nominee were as follows:
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Nominee
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For
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Against
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Withheld
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Broker Non-Vote
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Ryuji Ueno, M.D., PH.D., PH.D.
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269,987,391
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-
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49,915
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4,136,416
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William L. Ashton
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269,993,273
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-
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44,033
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4,136,416
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Anthony C. Celeste
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269,993,353
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-
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43,953
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4,136,416
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Gayle R. Dolecek
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269,987,831
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-
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49,475
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4,136,416
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Andrew J. Ferrara
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269,993,353
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-
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43,953
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4,136,416
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Sachiko Kuno, PH.D.
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269,989,391
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-
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47,915
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4,136,416
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Timothy I. Maudlin
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269,993,413
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-
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43,893
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4,136,416
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Proposal 2. The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2011.
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For
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Against
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Abstain
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274,159,100
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14,622
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-
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Proposal 3. The approval of, on an advisory basis, the compensation of the Company’s named executive officers.
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For
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Against
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Abstain
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Broker Non-Vote
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270,009,779
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27,102
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425
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4,136,416
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Proposal 4. The approval of, on an advisory basis, the frequency of the advisory vote on compensation of the Company’s named executive officers.
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1 year
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2 years
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3 years
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Abstain
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Broker Non-Vote
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264,253,439
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6,225
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5,762,827
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14,815
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4,136,416
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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 hereunto duly authorized.
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SUCAMPO PHARMACEUTICALS, INC.
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Date: May 25, 2011
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By: |
/s/ ANDREW P. SMITH
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Name: Andrew P. Smith
Title: Principal Accounting Officer
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