Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) At the 2009 Annual Meeting of Stockholders (the "Annual Meeting") of Dendreon Corporation (the "Company"), which was held on June 10, 2009, the Company's stockholders approved, among other things, the Dendreon Corporation 2009 Equity Incentive Plan (the "Plan"), which had been presented as Proposal 2 in the Company's Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 30, 2009 (the "Proxy Statement"). A brief description of the terms and conditions of the Plan is set forth in the Proxy Statement under the heading "Proposal 2-Approval of the Dendreon Corporation 2009 Equity Incentive Plan," and such description is incorporated herein by reference. A copy of the Plan is included in the Proxy Statement as Appendix A. Item 8.01. Other Events.

The Company's Board of Directors previously adopted resolutions approving an amendment to its Amended and Restated Certificate of Incorporation, subject to stockholder approval, to increase the number of authorized shares of common stock from 150,000,000 shares to 250,000,000 shares, and a corresponding increase in the total authorized capital stock from 160,000,000 shares to 260,000,000 shares, consisting of 250,000,000 shares of common stock and 10,000,000 of preferred stock.
After obtaining stockholder approval of this change at the Annual Meeting, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on June 15, 2009 to give effect to this change. The Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 hereto.
Item 9.01. Financial Statements and Exhibits.

(d) Exhibits
3.1 Certificate of Amendment to Amended and Restated Certificate of Incorporation of Dendreon Corporation.

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