Current Report Filing (8-k)
May 17 2017 - 4:48PM
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):
May 11,
2017
ORGENESIS INC.
(Exact name of registrant as specified in its charter)
Nevada
|
000-54329
|
98-0583166
|
(State or other
|
(Commission File
|
(IRS Employer
|
jurisdiction
|
Number)
|
Identification No.)
|
of incorporation
|
|
|
20271 Goldenrod Lane, Germantown, MD 20876
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(480)
659-6404
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:
[ ] 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))
Indicate by check mark whether the registrant is an emerging
growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b
-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by checkmark if the
registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. [ ]
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
As reported
in Item 5.07
of this Form 8-K Report, the stockholders of Orgenesis Inc. (the Company)
approved the 2017 Equity Incentive Plan (the 2017 Plan) at the Companys 2017
Annual Meeting of Stockholders (the 2017 Annual Meeting).
The description of the material
terms of the Plan included in the Companys definitive proxy statement filed
with the Securities and Exchange Commission on April 1, 2016 (the Companys
Proxy Statement) for the 2016 Annual Meeting is incorporated by reference in
this Form 8-K. Such description does not purport to be complete and is qualified
in its entirety by reference to the full text of each of the Plan which is filed
as Annex A in the Companys Proxy Statement and is also incorporated herein by
reference.
Item 5.07 Submission of Matters to a Vote of Security
holders
On May 11, 2017, the Company held
its annual meeting of stockholders at 10:00 a.m. at the offices of Pearl Cohen
Zedek Latzer Baratz LLP at 1500 Broadway, New York, NY. As of March 20, 2017,
the record date for the 2017 Annual Meeting, there were 114,579,381 shares of
common stock issued and outstanding. A quorum of common stockholders, present in
person or by proxy, representing 87,488,558 shares of common stock, or 76% of
the shares entitled to vote, was present at the 2017 Annual Meeting. The final
voting results of the 2017 Annual Meeting are set forth below.
1.
Proposal to elect directors to serve until the 2018 Annual Meeting of
Stockholders.
The Companys stockholders
elected each of the Companys six nominees for director to serve a term of one
year to expire at the 2018 annual meeting of stockholders or until their
respective successors are duly elected and qualified, as set forth below:
Name
|
Votes For
|
Votes
Withheld
|
Abstain
|
Broker Non-Votes
|
Vered Caplan
|
59,179,775
|
25,032,687
|
11,950
|
3,264,146
|
Guy Yachin
|
59,173,105
|
25,039,357
|
11,950
|
3,264,146
|
David Sidransky
|
59,179,775
|
25,032,687
|
11,950
|
3,264,146
|
Yaron Adler
|
59,173,105
|
25,039,357
|
11,950
|
3,264,146
|
Hugues Bultot
|
59,179,775
|
25,032,687
|
11,950
|
3,264,146
|
Ashish Nanda
|
59,173,105
|
25,039,357
|
11,950
|
3,264,146
|
2.
Proposal to adopt the 2017 Plan.
The Companys stockholders approved the
Companys 2016 Plan, as set forth below:
Votes For
|
Votes Against
|
Abstain
|
Broker Non-Votes
|
59,097,807
|
25,104,882
|
21,813
|
3,264,056
|
3.
Proposal to approve, in a nonbinding advisory vote, the compensation of the
Companys named executive officers.
The Companys stockholders
approved, in a nonbinding and advisory vote, the compensation of its named
executive officers as described in the Companys Proxy Statement, as set forth
below:
Votes For
|
Votes
Against
|
Abstain
|
Broker Non-Votes
|
59,122,006
|
25,078,518
|
23,888
|
3,264,146
|
4. The
results of the nonbinding advisory vote of the Companys stockholders with
respect to the frequency of nonbinding advisory votes on executive compensation,
are as set forth below:
One Year
|
Two Years
|
Three Years
|
Abstain
|
Broker Non-Votes
|
25,645,651
|
18,200
|
58,537,487
|
-
|
3,287,220
|
All proposals received the requisite number of votes and were
approved.
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.
ORGENESIS INC.
|
|
By:
|
|
|
/s/ Neil
Reithinger
|
Neil Reithinger
|
Chief Financial Officer, Treasurer and Secretary
|
|
May 17, 2017
|
3
Orgenesis (NASDAQ:ORGS)
Historical Stock Chart
From Mar 2024 to Apr 2024
Orgenesis (NASDAQ:ORGS)
Historical Stock Chart
From Apr 2023 to Apr 2024