Current Report Filing (8-k)
June 01 2017 - 4:16PM
Edgar (US Regulatory)
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 30, 2017
PROVECTUS BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in charter)
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Delaware
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001-36457
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90-0031917
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7327 Oak Ridge Hwy., Knoxville, Tennessee 37931
(Address of Principal Executive Offices)
(866)
594-5999
(Registrants Telephone Number, Including Area Code)
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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a)
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Provectus Biopharmaceuticals, Inc. (the Company) held its annual meeting of stockholders on Tuesday, May 30, 2017.
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(b)
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At the 2017 annual meeting, the Companys stockholders voted on six proposals. A brief description and tabulation of votes for each proposal are set forth below.
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Proposal 1
. The Companys stockholders elected the following directors for a term of one year, consistent with the recommendation
of the Companys Board of Directors (the Board). There were 155,379,803 broker non-votes with respect to the proposal.
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Nominee
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For
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Withheld
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Bruce Horowitz
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114,749,847
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12,563,928
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Jan E. Koe
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113,862,809
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13,450,966
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Dominic Rodrigues
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116,728,417
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10,585,358
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Eric A. Wachter, Ph.D.
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111,570,360
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15,743,415
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Proposal 2
. The Companys stockholders approved the advisory vote on the compensation of the
Companys named executive officers, consistent with the Boards recommendation. There were 155,379,803 broker non-votes with respect to the proposal.
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For
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Against
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Abstain
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108,049,907
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17,665,031
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1,598,837
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Proposal 3
. The Companys stockholders expressed their preference to conduct future advisory votes
on executive compensation every year, consistent with the Boards recommendation. There were 155,379,803 broker non-votes with respect to the proposal. This policy will remain in effect until the next advisory stockholder vote as would be set
forth in the Companys proxy statement for its 2023 annual meeting.
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One Year
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Two Years
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Three Years
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Abstain
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116,841,564
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3,721,040
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4,789,375
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1,961,796
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Proposal 4
. The Companys stockholders ratified the selection of Marcum LLP as the Companys
independent registered public accounting firm for 2017, consistent with the Boards recommendation. There were no broker non-votes with respect to the proposal.
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For
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Against
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Abstain
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262,554,263
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15,704,221
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4,435,094
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Proposal 5
. The Companys stockholders did not approve an amendment of the Certificate of
Incorporation, as amended, to increase the number of authorized shares of preferred stock, as a majority of the outstanding shares of common stock entitled to vote were required to vote in favor of this proposal in order to approve it. There were
155,379,803 broker non-votes with respect to the proposal.
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For
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Against
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Abstain
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102,632,187
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23,924,913
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756,675
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Proposal 6
. The Companys stockholders approved an amendment of the Provectus 2014
Equity Compensation Plan to allow for the grant of restricted stock awards, consistent with the Boards recommendation. There were 155,379,803 broker non-votes with respect to the proposal.
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For
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Against
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Abstain
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103,063,213
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17,488,420
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6,762,142
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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.
Date: June 1, 2017
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PROVECTUS BIOPHARMACEUTICALS, INC.
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By:
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/s/ Timothy C.
Scott
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Timothy C. Scott
President
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