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Evaluation of Internal Control over Financial Reporting
Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we have included a report on management's
assessment of the design and effectiveness of our internal control over financial reporting as part of this
Annual Report on Form 10-K for the year ended June 30, 2012. Our independent registered public
accounting firm also audited and reported on the effectiveness of our internal control over financial
reporting. Management's report and the independent registered public accounting firm's attestation
report are included under the captions entitled ``Management's Report on Internal Control Over Financial
Reporting'' and ``Report of Independent Registered Public Accounting Firm'' in Item 15 of this Annual
Report on Form 10-K and are incorporated herein by reference.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting during the fourth quarter of our
year ended June 30, 2012 that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
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PART III
The information required by Part III is omitted from this report because we will file a definitive proxy
statement within 120 days after the end of our 2012 fiscal year pursuant to Regulation 14A for our 2012
Annual Meeting of Stockholders to be held on October 24, 2012 (the ``2012 Proxy Statement''), and the
information referenced below to be included in this Part III is incorporated by reference from the 2012
Proxy Statement.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item concerning our executive officers and our directors and nominees
for director, our audit committee and audit committee financial expert, and compliance with the reporting
requirements of Section 16(a) is incorporated by reference from the information in the 2012 Proxy
Statement under the captions ``Proposal 1 Election of Directors,'' ``Executive Officers'' and
``Section 16(a) Beneficial Ownership Reporting Compliance.''
Code of Ethics
We have adopted a Code of Conduct that applies to all of our directors, officers and employees, including
our principal executive officer, principal financial officer and principal accounting officer. The Code of
Conduct is posted under the Investor Relations portion of our website at www.arraybiopharma.com.
We intend to satisfy the disclosure requirement of Form 8-K regarding amendments to or waivers from a
provision of our Code of Conduct by posting such information on our website at
www.arraybiopharma.com and, to the extent required by the NASDAQ Stock Market, by filing a current
report on Form 8-K with the SEC, disclosing such information.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference from the information under the captions
``Executive Compensation,'' ``Compensation Committee Report,'' ``Compensation of Directors'' and
``Compensation Committee Interlocks and Insider Participation'' contained in the 2012 Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information relating to security ownership of certain beneficial owners and management required by
this item is incorporated by reference from the information under the caption ``Principal Stockholders''
contained in the 2012 Proxy Statement and the information relating to securities authorized for issuance
under our equity compensation plans is incorporated by reference from the information under the caption
``Proposal 3 Approval of Amendment to Employee Stock Purchase Plan'' contained in the 2012 Proxy
Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE
The information required by this item relating to related party transactions is incorporated by reference
from the information under the caption ``Certain Relationships and Transactions'' contained in the 2012
Proxy Statement and relating to director independence is incorporated by reference from the information
under the caption ``Proposal 1 Election of Directors Meetings of the Board of Directors and
Committees of the Board of Directors'' contained in the 2012 Proxy Statement.
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