Current Report Filing (8-k)
July 02 2015 - 4:16PM
Edgar (US Regulatory)
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 26, 2015
IMMUNOCELLULAR THERAPEUTICS, LTD.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-35560 |
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93-1301885 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
23622 Calabasas Road, Suite 300
Calabasas, California 91302
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (818) 264-2300
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 5.07. Submission of Matters to a Vote of Security Holders.
The 2015 Annual Meeting of Stockholders (the Annual Meeting) of ImmunoCellular Therapeutics, Ltd. (the
Company) was held on June 26, 2015. The following is a brief description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker
non-votes with respect to each matter. A more complete description of each matter is set forth in the Companys definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 30,
2015.
Proposal 1 The Companys stockholders voted in favor of the election of each of the four nominated individuals to serve as directors
until the 2016 Annual Meeting of Stockholders or until his or her respective successor is duly elected and qualified. The tabulation of votes on this matter was as follows:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Andrew Gengos |
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15,058,651 |
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1,631,469 |
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46,719,149 |
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Rahul Singhvi, Sc.D. |
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15,708,066 |
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982,054 |
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46,719,149 |
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Gary S. Titus |
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15,568,702 |
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1,121,418 |
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46,719,149 |
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John S. Yu, M.D. |
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14,922,863 |
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1,767,257 |
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46,719,149 |
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Proposal 2 The Companys stockholders did not approve a series of alternate amendments to the Companys
Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Board of Directors prior to the Companys 2016 Annual Meeting of Stockholders: a. a reverse stock split of the Companys common stock,
whereby each outstanding 2, 3, 4, 5 or 10 shares would be combined, converted and changed into one share of common stock; b. for reverse splits in the range of 1-for-3 to 1-for-10, a reduction in the number of authorized shares of the Companys
common stock from 149,000,000 to 99,000,0000, 74,500,000, 59,500,000, or 29,500,000, respectively. The tabulation of votes on this matter was as follows:
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
42,360,384 |
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19,499,608 |
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1,549,277 |
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0 |
Proposal 3 The Companys stockholders ratified of the appointment of Marcum LLP as the Companys independent
registered public accounting firm for the fiscal year ending December 31, 2015. The tabulation of votes on this matter was as follows:
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
61,190,282 |
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1,108,357 |
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1,110,630 |
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0 |
Proposal 4 The Companys stockholders approved, on an advisory basis, the compensation of the Companys named
executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:
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Votes For |
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Votes Against |
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Abstain |
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Broker Non-Votes |
13,714,000 |
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2,561,837 |
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414,283 |
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46,719,149 |
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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Date: July 2, 2015 |
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IMMUNOCELLULAR THERAPEUTICS, LTD. |
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By: |
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/s/ David Fractor |
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David Fractor |
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Principal Accounting Officer |
EOM Pharmaceutical (PK) (USOTC:IMUC)
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