Current Report Filing (8-k)
May 24 2021 - 4:35PM
Edgar (US Regulatory)
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2021-05-18
2021-05-18
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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 18, 2021
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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0-35737
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94-3306718
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814
(Address of Principal Executive Offices)
(240) 497-9024
(Registrant’s telephone number, including
area code)
(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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¨
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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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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which
registered:
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Common Stock, par value, $0.001 per share
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NWBO
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OTCQB
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Indicate
by check mark whether the registrant is an emerging growth
company as defined 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 check mark 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 5.07.
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Submission of Matters to a Vote of Security Holders.
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Northwest Biotherapeutics, Inc. (the “Company”)
held an annual meeting of stockholders on May 18, 2021 (the “Annual Meeting”), at which a quorum was present. At the Annual
Meeting, the stockholders voted on three matters: (1) the re-election of Mr. Jerry Jasinowski as Class II member of the Board of Directors
for a three-year term, (2) approval, on an advisory basis, of the Company’s 2020 executive compensation and (3) ratification of
the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal years ending
December 31, 2020 and 2021.
Votes were cast by 613,996,944 (72.9%) of the total
842,289,193 shares that were issued and outstanding on the record date of March 26, 2021, and as such were eligible to vote. The
percentages in parentheses below are the percentages of the votes cast for each matter presented.
Proposal No. 1. Election
of Director.
The stockholders approved the re-election of Mr.
Jasinowski for a three-year term as Class II member of the Board of Directors. The votes for Mr. Jasinowski were as follows:
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For
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Withheld
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Abstained
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Broker
Non-Votes
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Jerry Jasinowski
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445,160,178
(97.8%)
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10,208,813
(2.2%)
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0
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158,627,953
(N/A)
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Proposal No. 2. Advisory
Vote on 2020 Executive Compensation.
The stockholders approved the Company’s 2020
executive compensation. The votes for approval were as follows:
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For
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Against
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Abstained
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Broker
Non-Votes
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Approval of 2020 Executive Compensation
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407,475,671
(89.5%)
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39,067,718
(8.6%)
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8,825,602
(1.9%)
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158,627,953
(N/A)
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Proposal No. 3. Ratification
of Appointment of Registered Public Accounting Firm.
The stockholders ratified
the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the years ending December
31, 2020 and 2021. The votes for appointment of Cherry Bekaert were as follows:
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For
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Against
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Abstained
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Broker
Non-Votes
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Ratification of Cherry Bekaert LLP
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606,183,237
(98.7%)
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4,048,119
(0.7%)
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3,765,588
(0.6%)
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0
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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 hereunto duly authorized.
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NORTHWEST BIOTHERAPEUTICS, INC.
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Date: May 24, 2021
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By:
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/s/ Linda Powers
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Name:
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Linda Powers
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Title:
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Chief Executive Officer and Chairman
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