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):  June 26, 2013 (June 25, 2013)

ISIS PHARMACEUTICALS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

2855 Gazelle Court

Carlsbad, CA 92010

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (760) 931-9200

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:

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 5.02.             Election of Director.

On June 25, 2013, the Board of Directors of Isis Pharmaceuticals, Inc. (the “Company”) elected Breaux B. Castleman as a member of the Company’s Board of Directors.

Mr. Castleman will be a member of the Audit Committee of the Company’s Board of Directors.

A copy of the press release announcing his election is included with this report as exhibit 99.1 and incorporated herein by reference.

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

Isis Pharmaceuticals, Inc. held its Annual Meeting of Stockholders on June 25, 2013.  The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 26, 2013.

Proposal 1:  Election of directors to hold office until the 2016 Annual Meeting:

The foregoing candidates were elected having received affirmative votes by a majority of the votes of the shares represented in person or by proxy at the meeting and entitled to vote in the election of Directors.

Proposal 2:                               Approve an amendment to the Isis Pharmaceuticals, Inc. 2011 Equity Incentive Plan:

The foregoing proposal was approved.

Proposal 3:                               Approval, on an advisory basis, of the compensation paid to the Company’s executive officers, including the following resolution:

“RESOLVED, that Isis’ stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement for the 2013 Annual Meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

The foregoing proposal was approved.

Proposal 4:          Ratify the Audit Committee’s selection of Ernst & Young LLP as independent auditors for our 2013 fiscal year:

The foregoing proposal was approved.

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Item 9.01.             Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated June 25, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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Exhibit 99.1

BREAUX CASTLEMAN JOINS ISIS PHARMACEUTICALS’ BOARD OF DIRECTORS

CARLSBAD, Calif., June 25, 2013 — Isis Pharmaceuticals, Inc. (NASDAQ: ISIS) announced today that Breaux Castleman has joined the company’s Board of Directors.  Mr. Castleman is president and chief executive officer of Syntiro Healthcare Services, Inc., a health care investment company, which recently sold its operations as a service provider of integrated care management and disease management.  Mr. Castleman is also a director of USMD Holdings, Inc. and a senior advisor to McNally Capital LLC in Chicago.

“We are very pleased to have Breaux join our Board.  Breaux has held executive positions in some of the nation’s leading managed care provider organizations and has been a pioneer in creating innovative solutions to deliver value in the healthcare sector.  His successful enterprises in the medical industry have also provided him with a broad base of experience in delivering medicines to patients and productively working with payors,” said Stanley T. Crooke, M.D., Ph.D., chairman and chief executive officer of Isis.  “Breaux’ leadership and sound business judgment will be valuable to Isis as we continue to successfully implement our business strategy and evaluate opportunities within our pipeline to retain some of our drugs to later stages in development; thereby retaining a larger portion of the commercial upside of these drugs.”

Mr. Castleman also serves as a director of FemPartners, Inc., and a senior advisor to Match Point Partners LLC in New York. Previously, he held positions as chairman of Mela Sciences, Inc., director of Med Direct, Inc., president of the Scripps Clinic, president of Caremark International’s Physician Resource Group, and chief executive officer of the Kelsey-Seybold Clinic.  Prior to that Mr. Castleman was the head of the Houston office of Booz Allen & Hamilton (now Booz & Co.).

Mr. Castleman received a BA in economics from Yale University and attended New York University Graduate School of Business Administration. He has published articles on management issues in business and technical periodicals, including the Harvard Business Review, and has presented numerous papers and presentations to industry groups in energy, banking, healthcare, and agribusiness.

ABOUT ISIS PHARMACEUTICALS, INC.

Isis is exploiting its leadership position in antisense technology to discover and develop novel drugs for its product pipeline and for its partners.  Isis’ broad pipeline consists of 28 drugs to treat a wide variety of diseases with an emphasis on cardiovascular, metabolic, severe and rare diseases, and cancer.  Isis’ partner, Genzyme, is commercializing Isis’ lead product, KYNAMRO™, in the United States for the treatment of patients with HoFH.  Genzyme is also pursuing marketing approval of KYNAMRO in other markets.  Isis’ patents provide strong and extensive protection for its drugs and technology.  Additional information about Isis is available at www.isispharm.com.

ISIS PHARMACEUTICALS’ FORWARD-LOOKING STATEMENT

This press release includes forward-looking statements regarding Isis Pharmaceuticals’ business, and the commercial potential of Isis’ technologies and products in development.  Any statement describing Isis’ goals, expectations, financial or other projections, intentions or beliefs, including the commercial potential of KYNAMRO, is a forward-looking statement and should be considered an at-risk statement.  Such statements are subject to certain risks and uncertainties, particularly those inherent in the process of discovering, developing and commercializing drugs that are safe and effective for use as human therapeutics, and in the endeavor of building a business around such drugs.  Isis’ forward-looking statements also involve assumptions that, if they never materialize or prove correct, could cause its results to differ materially from those expressed or implied by such forward-looking statements.  Although Isis’ forward-looking statements reflect the good faith judgment of its management, these statements are based only on facts and factors currently known by Isis.  As a result, you are cautioned not to rely on these forward-looking statements.  These and other risks concerning Isis’ programs are described in additional detail in Isis’ annual report on Form 10-K for the year ended December 31, 2012, and its most recent quarterly report on Form 10-Q, which are on file with the SEC. Copies of these and other documents are available from the Company.

In this press release, unless the context requires otherwise, “Isis,” “Company,” “we,” “our,” and “us” refers to Isis Pharmaceuticals and its subsidiaries.

Isis Pharmaceuticals® is a registered trademark of Isis Pharmaceuticals, Inc.  KYNAMRO™ is a trademark of Genzyme Corporation.

Isis Pharmaceuticals’ Contacts:

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