Current Report Filing (8-k)

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): October 26, 2016

REGENERX BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-15070

52-1253406

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

15245 Shady Grove Road, Suite 470

Rockville, MD

20850

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (301) 208-9191

Not Applicable

(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:

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

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

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

o		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.

On October 26, 2016, RegeneRx Biopharmaceuticals, Inc. (the “Company”) held its 2016 Annual Meeting of Stockholders (the “Annual Meeting”). The votes cast with respect to each item of business presented at the Annual Meeting are as follows:

Proposal No. 1 — The stockholders elected each of the five nominees to the Board of Directors to serve until the 2016 Annual Meeting of Stockholders and until their successors are elected and qualified.

	Votes For	Votes Withheld	Broker Non-Votes
Allan L. Goldstein	45,626,499	1,791,489	27,140,457
J.J. Finkelstein	43,444,880	3,973,108	27,140,457
Joseph C. McNay	46,266,786	1,151,202	27,140,457
Mauro Bove	44,976,121	2,441,867	27,140,457
R. Don Elsey	46,253,919	1,164,069	27,140,457

Proposal No. 2 — The stockholders adopted the non-binding advisory resolution approving the compensation of the Company’s Named Executive Officers as described in the Company’s 2016Proxy Statement.

Votes For	Votes Against	Votes Abstained	Broker Non-Votes
43,451,566	3,478,020	488,402	27,140,457

Proposal No. 3 —The stockholders ratified the appointment of CohnReznick LLP as the Company's Registered Independent Public Accounting Firm for the fiscal year ending December 31, 2016.

Votes For	Votes Against	Votes Abstained
68,962,297	1,482,216	4,113,932

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 thereunto duly authorized.