Current Report Filing (8-k)

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 17, 2016

IMMUNOCELLULAR THERAPEUTICS, LTD.

(Exact name of registrant as specified in its charter)

Delaware

001-35560

93-1301885

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

23622 Calabasas Road, Suite 300

Calabasas, California 91302

(Address of Principal Executive Offices) (Zip Code)

Registrant’s 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):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	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 2016 Annual Meeting of Stockholders (the “ Annual Meeting ”) of ImmunoCellular Therapeutics, Ltd. (the “ Company ”) was held on June 17, 2016. 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 Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 29, 2016.

Proposal 1 – The Company’s stockholders voted in favor of the election of each of the six nominated individuals to serve as directors until the 2017 Annual Meeting of Stockholders or until his respective successor is duly elected and qualified. The tabulation of votes on this matter was as follows:


Nominee	Votes For		Votes Withheld		Broker Non-Votes
Gary S. Titus		16,007,485		1,323,551		48,883,817
Andrew Gengos		15,990,125		1,340,911		48,883,817
Rahul Singhvi, Sc.D.		15,917,892		1,413,144		48,883,817
John S. Yu, M.D.		15,883,844		1,447,192		48,883,817
Gregg A. Lapointe		16,003,925		1,327,111		48,883,817
Mark A. Schlossberg		15,990,155		1,340,881		48,883,817

Proposal 2 – The Company’s stockholders approved the Company’s 2016 Equity Incentive Plan. The tabulation of votes on this matter was as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
13,790,630	2,596,908	943,498	48,883,817

Proposal 3 – The Company’s stockholders ratified of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The tabulation of votes on this matter was as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
62,662,361	1,343,689	2,208,803	0

Proposal 4 – The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The tabulation of votes on this matter was as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
14,188,328	2,264,100	878,608	48,883,817

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.