Current Report Filing (8-k)
April 12 2017 - 4:06PM
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): April 12, 2017
Protalix BioTherapeutics, Inc.
(Exact name of registrant as specified
in its charter)
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Delaware
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001-33357
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65-0643773
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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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2
Snunit Street
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Science
Park, POB 455
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Carmiel,
Israel
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20100
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s telephone number,
including area code +972-4-988-9488
(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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¨
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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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Item 5.07. Submission of Matters to a Vote of Security Holders
The 2017 Annual Meeting of Stockholders of Protalix BioTherapeutics,
Inc. (the “Company”) was held on April 12, 2017.
Set forth below, with respect to each such matter, are the number
of votes cast for or against or withheld, as applicable, the number of abstentions and the number of broker non-votes.
(1) Election of Directors
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For
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Withheld
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Broker
Non-Votes
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Shlomo Yanai
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35,190,098
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6,120,657
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24,013,342
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Moshe Manor
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34,675,377
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6,635,378
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24,013,342
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Amos Bar Shalev
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34,181,428
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7,129,327
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24,013,342
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Zeev Bronfeld
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35,555,532
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5,755,223
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24,013,342
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Yodfat Harel Buchris
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34,186,675
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7,124,080
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24,013,342
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Aharon Schwartz, Ph.D.
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34,233,859
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7,076,896
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24,013,342
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(2) Approval, on a
non-binding, advisory basis, the compensation of the Company’s named executive officers
For
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Against
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Abstain
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Broker
Non-Votes
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33,876,405
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6,920,511
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365,044
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24,162,137
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(3) Approval, in accordance
with Section 713(a) of the NYSE MKT Company Guide, the potential issuance of shares representing in excess of 19.9% of the Company’s
pre-transaction total shares of common stock outstanding that may result from the conversion of, or payment of accrued interest
on, the Company’s outstanding Convertible Notes
For
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Against
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Abstain
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Broker
Non-Votes
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33,706,193
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7,475,010
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129,552
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24,013,342
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(4) Approval of an
amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of shares of the Company’s
common stock, par value $0.001 per share, authorized for issuance from 250,000,000 to 300,000,000
For
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Against
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Abstain
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Broker
Non-Votes
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33,355,376
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7,831,222
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124,157
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24,013,342
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(5) Ratification of
the appointment of Kesselman & Kesselman
For
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Against
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Abstain
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64,109,289
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1,099,302
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115,506
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Item 8.01. Other Events
Reference is made to Item 5.07. As a result of the approval
by the Company’s stockholders of proposal 3 described above, for purposes of the Company’s 7.5% convertible notes,
April 12, 2017 is the Capped Combination Settlement Release Date as described in the Indenture dated as of December 7, 2016, between
the Company, the guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and Wilmington Savings Fund
Society, FSB, as collateral agent.
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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PROTALIX BIOTHERAPEUTICS, INC.
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Date: April 12, 2017
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By:
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/s/ Yossi Maimon
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Name:
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Yossi Maimon
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Title:
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Vice President and
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Chief Financial Officer
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