Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 23, 2019, Heat Biologics, Inc. (the
“
Company
”
) held its 2019 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, the Companys stockholders approved an amendment to the Companys 2018 Stock Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan by an additional 4,000,000 shares of common stock. A description of the 2018 Stock Incentive Plan, as amended, is set forth in the Companys definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on June 4, 2019 with the Securities and Exchange Commission (the Definitive Proxy Statement), in the section
entitled Proposal 3APPROVAL OF AN AMENDMENT TO OUR 2018 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE PLAN BY AN ADDITIONAL 4,000,000 SHARES OF COMMON STOCK, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of Amendment No. 1 to the 2018 Stock Incentive Plan, a copy of which is included as an exhibit hereto and attached to the Definitive Proxy Statement as
Appendix A
.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 23, 2019, at the Annual Meeting, the Companys stockholders voted on the following eight (8) proposals and cast their votes as described below. These matters are described in detail in the Definitive Proxy Statement.
To allow additional time for the Companys stockholders to vote on Proposal 4Reverse Stock Split and Proposal 5Increase in Authorized Shares of Common Stock (as such proposals are described in the following paragraph), the Company adjourned the Annual Meeting with respect to such proposals until 10 a.m.
(Eastern Time) on August 22, 2019 at the Companys offices. This Current Report on Form 8-K will be amended to report the results of Proposal 4 and Proposal 5 once the final results are received by the Company.
Proposal 4 was a proposal to approve (in the event it is deemed advisable by the Board of Directors) an amendment to the Companys third amended and restated certificate of incorporation, as amended (the Certificate of Incorporation), to effect a reverse stock split of the Companys issued and outstanding shares of common stock, $0.0002 par value per share, at a ratio to be determined in the discretion of the Board of Directors within a range of one (1) share of common stock for every two (2) to ten (10) shares of common stock (the Reverse Stock Split), and Proposal 5 was a proposal to approve (in the event it is deemed advisable by the Board of Directors) an amendment to the Certificate of Incorporation, to increase the number of authorized shares of common stock from 100,000,000 to 250,000,000 (the Increase in Authorized Shares of Common Stock) This Current Report on Form 8-K will be amended to report the results of Proposal 4 and Proposal 5 once the final results are received by the Company. T
The final results for Proposals 1, 2, 3, 6, 7 and 8 as set forth in the Definitive Proxy Statement are as follows:
Proposal 1 Election of Directors
The following four (4) individuals were elected as directors, to serve until the 2020 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified with the following votes:
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Name of Director
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Votes For
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Withheld
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Broker Non-Votes
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1. Jeffrey Wolf
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5,465,939
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848,609
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5,963,087
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2. John Monahan, Ph.D.
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4,427,950
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1,886,598
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5,963,087
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3. Edward B. Smith, III
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4,343,535
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1,971,013
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5,963,087
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4. John Prendergast, Ph.D.
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4,429,195
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1,885,353
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5,963,087
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Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified and approved the appointment of BDO USA, LLP as the Companys independent registered public accounting firm for the year ending December 31, 2019 based on the votes set forth below:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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11,340,213
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778,818
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158,604
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0
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Proposal 3 Approval of an Amendment to our 2018 Stock Incentive Plan
As further described above in Item 5.02 of this Current Report on Form 8-K, the stockholders approved and adopted Amendment No. 1 to the Companys 2018 Stock Incentive Plan, which amendment increased the number of shares of common stock that the Company will have authority to grant under the 2018 Stock Incentive Plan by an additional 4,000,000 shares of common stock. As a result, a maximum of 8,000,000 shares of common stock may be issued under the 2018 Stock Incentive Plan, as amended. The results of the voting for this approved proposal were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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3,818,796
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2,290,702
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205,050
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5,963,087
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Proposal 6 Adjournment of the Annual Meeting
Stockholders voted to approve the authorization to adjourn the Annual Meeting in the event the Board of Directors determined it to be necessary or appropriate, if a quorum was present, to solicit additional proxies if there are not sufficient votes in favor of Proposal 4Reverse Stock Split or Proposal 5Increase in Authorized Shares of Common Stock. The results of the voting for this approved proposal were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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8,414,944
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3,426,197
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436,494
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0
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Proposal 7 Approval of an advisory vote on executive compensation
Stockholders approved, on an advisory basis, the compensation of the Companys named executive officers, as disclosed in the Definitive Proxy Statement. The results of the voting for this approved proposal were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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5,282,691
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722,990
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308,867
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5,963,087
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Proposal 8 Approval of an advisory vote on the frequency for future advisory votes on executive compensation
Stockholders approved, on an advisory basis, three years as the frequency with which stockholders are provided an advisory vote on executive compensation. The results of the voting for this approved proposal were as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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2,257,897
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222,884
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3,298,036
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535,731
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5,963,087
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Based on the recommendations of the Board of Directors and its Compensation Committee to hold advisory votes on executive compensation every three years and the vote of the stockholders on this matter, the Company has decided that an advisory vote on executive compensation will be held every three years until the next advisory vote on the frequency of future stockholder advisory votes on executive compensation.