UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 6, 2014
ONCOTHYREON INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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001-33882 |
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26-0868560 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
2601 Fourth Avenue, Suite 500
Seattle, Washington 98121
(Address of principal executive offices, including zip code)
(206) 801-2100
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As noted below, on June 6, 2014, the stockholders of Oncothyreon Inc. (the Company) approved an amendment to the
Companys certificate of incorporation to increase the number of the Companys authorized shares from 100,000,000 to 200,000,000. On June 6, 2014, the Company filed the Certificate of Amendment to the Amended and Restated Certificate
of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on June 6, 2014. The following is a brief description of each matter voted upon
at the Annual Meeting and the final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as applicable, as to each such matter.
(1) Election of the nominee listed below as a Class I director to the board of directors, to hold office until the 2017 Annual Meeting of
Stockholders and until his successor is duly elected and qualified:
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For |
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Withhold |
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Broker
Non-Votes |
Daniel Spiegelman |
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35,174,570 |
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1,664,050 |
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20,167,737 |
Pursuant to the foregoing votes, the nominee listed above was elected as Class I director to serve on the
Companys board of directors.
(2) Approval, by a non-binding advisory vote, of a resolution approving the compensation paid by the
Company to its named executive officers:
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For |
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Against |
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Abstain |
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Broker Non-votes |
34,669,754 |
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2,012,700 |
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156,166 |
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20,167,737 |
Pursuant to the foregoing votes, the resolution approving the compensation paid by the Company to its named
executive officers was approved.
(3) Approval of an increase in the number of shares of common stock reserved for issuance under the
Companys restricted share unit plan by 500,000 shares:
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For |
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Against |
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Abstain |
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Broker Non-votes |
34,453,705 |
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2,276,736 |
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108,179 |
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20,167,737 |
Pursuant to the foregoing votes, the increase in the number of shares of common stock reserved for issuance
under the Companys restricted shares unit plan by 500,000 shares was approved.
(4) Approval of an amendment to the Companys
certificate of incorporation to increase its authorized shares of common stock from 100,000,000 to 200,000,000:
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For |
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Against |
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Abstain |
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Broker Non-votes |
41,218,274 |
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6,182,163 |
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9,605,920 |
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0 |
Pursuant to the foregoing votes, the amendment to the Companys certificate of incorporation to increase
its authorized shares of common stock from 100,000,000 to 200,000,000 was approved.
2
(5) Ratification of the appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2014:
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For |
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Against |
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Abstain |
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Broker Non-votes |
55,473,224 |
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1,390,813 |
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142,320 |
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0 |
Pursuant to the foregoing votes, the appointment of Ernst & Young LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified.
Item 9.01 Financial Statements and
Exhibits
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Exhibit Number |
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Exhibit Title or Description |
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3.1 |
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oncothyreon Inc. |
3
SIGNATURES
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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ONCOTHYREON INC. |
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By: |
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/s/ Dr. Robert L. Kirkman |
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Dr. Robert L. Kirkman |
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President & Chief Executive Officer |
Date: June 10, 2014
EXHIBIT INDEX
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Exhibit Number |
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Exhibit Title or Description |
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3.1 |
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oncothyreon Inc. |
Exhibit 3.1
ONCOTHYREON INC.
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND
RESTATED CERTIFICATE OF INCORPORATION
Oncothyreon Inc. (the Corporation), a corporation duly organized and
existing under the General Corporation Law of the State of Delaware (the DGCL), does hereby certify that:
1.
Section 4.1 of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (the Certificate) is hereby amended and restated in its entirety to read as follows:
4.1 The corporation shall have the authority to issue a total of 210,012,500 shares of capital stock divided into 3 classes as follows:
(a) Two Hundred Million (200,000,000) shares of Common Stock, $0.0001 par value per share (the Common Stock).
(b) Ten Million (10,000,000) shares of Preferred Stock, $0.0001 par value per share (the Preferred Stock). The
Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of
Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of
any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund
provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
(c) Twelve Thousand Five Hundred (12,500) shares of Class UA Preferred Stock, no par value (the Class UA Preferred
Stock). The powers of the Class UA Preferred Stock shall be as set forth in Article VI below.
2. The foregoing amendments
to the Certificate have been duly approved by the Corporations Board of Directors in accordance with Section 242 of the DGCL.
3. The foregoing amendments to the Certificate have been duly approved by the Corporations stockholders in accordance with Sections 211
and 242 of the DGCL.
4. This Certificate of Amendment shall be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its
duly authorized officer as of this 6th day of June, 2014.
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ONCOTHYREON INC. |
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By: |
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/s/ ROBERT L. KIRKMAN |
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Robert L. Kirkman |
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President and Chief Executive Officer |
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