Item 5.07. Submission of Matters to a Vote
of Security Holders.
On December 18, 2019, Actinium Pharmaceuticals,
Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 164,171,006
shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 128,231,952 shares, or approximately
78.0% of the eligible common stock, were present either in person or by proxy. All proposals submitted to a vote of
the Company’s stockholders at the Annual Meeting were approved and the director nominee was elected. The approved proposals
include the ratification of Marcum LLP as the Company’s Independent Registered Public Accounting Firm, establishment of the
2019 Stock Plan, an amendment to the Company’s charter to increase the number of authorized shares by 400,000,000 and the
authorization for the Board of Directors to effectuate a reverse stock split.
As shown in the tables below, 91,935,168 shares
of the Company’s common stock, which constitutes a majority or 55.8% of the issued and outstanding stock of the Company,
voted to support the reverse stock split per Proposal 4, if deemed appropriate by the Board of Directors. The Board intends to
only effectuate a reverse stock split if it is deemed necessary to maintain compliance with NYSE continued listing standards or
in its judgement for the best interest of shareholders. Currently, the Company is in compliance with the continued listing standards
of the NYSE AMERICAN (“NYSE”) exchange.
A failure in compliance with the NYSE listing
standards could occur if the Company’s common stock price were to fall below $0.20 on a 30-day average, which would result
in the Company receiving a Deficiency Letter from the NYSE. If the Company were to receive a Deficiency Letter, the Company would
have up to 90 days to regain compliance with some or all of the continued listing standards and may not necessarily have to effectuate
a reverse stock split in order to regain compliance. In addition to the 30-day average $0.20 threshold, if the Board believed our
stock price was at an abnormally low level, it may also elect to effectuate a reverse stock split to avoid an automatic delisting
of the Company’s common stock from the NYSE, which could occur if the Company’s common stock traded at $0.06 at any
time. Management and the Board will continue to monitor the price of our common stock, our compliance with NYSE continued listing
standards and market conditions and only effectuate a reverse stock split if it is deemed necessary to maintain compliance with
NYSE continued listing standards or in the best interest of shareholders.
In the
Proxy Statement provided to stockholders, the Board recommended that stockholders vote, on a non-binding advisory basis,
to hold future non-binding advisory votes on the Company’s executive compensation (“say-on-pay votes”)
every three years. The stockholders approved, on a non-binding advisory basis, to hold future say-on-pay votes
every three years. After consideration of the voting results and other factors, on December 18, 2019, the Board has determined
that the Company will hold a stockholder vote on executive compensation every three years through 2025, when the next stockholder
vote on the frequency of say-on-pay votes is required under the Securities Exchange Act of 1934, as amended, or until
the Board otherwise determines that a different frequency for such votes is in the best interests of the Company’s stockholders.
The final results of the matters voted on at
the Annual Meeting are provided below.
Proposal 1: The
following individual was elected as a Class III director to hold office for the term described below or until his resignation,
or respective successor is elected and qualified:
Director Name
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
Ajit S. Shetty (Class III, 36 month term)
|
|
|
34,958,035
|
|
|
|
10,388,324
|
|
|
|
1,078,613
|
|
|
|
81,806,980
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proposal 2: Marcum
LLP was ratified as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2019.
For:
|
|
|
112,930,840
|
|
Against:
|
|
|
10,582,684
|
|
Abstained:
|
|
|
4,718,428
|
|
Proposal 3: The
Company’s 2019 Stock Plan was approved.
For:
|
|
|
31,217,308
|
|
Against:
|
|
|
14,575,001
|
|
Abstained:
|
|
|
632,663
|
|
Broker Non-Votes:
|
|
|
81,806,980
|
|
Proposal 4:
The authorization to effect a reverse stock split was approved.
For:
|
|
|
91,935,168
|
|
Against:
|
|
|
34,404,030
|
|
Abstained:
|
|
|
1,892,751
|
|
Broker Non-Votes:
|
|
|
81,806,980
|
|
Proposal 5: An amendment
to the Company’s charter to increase the number of authorized shares of common stock by 400,000,000
For:
|
|
|
83,156,853
|
|
Against:
|
|
|
42,183,836
|
|
Abstained:
|
|
|
2,891,259
|
|
Broker Non-Votes:
|
|
|
0
|
|
Proposal 6: To conduct a non-binding advisory vote
on our 2018 executive compensation.
For:
|
|
|
32,891,910
|
|
Against:
|
|
|
12,733,151
|
|
Abstained:
|
|
|
799,911
|
|
Broker Non-Votes:
|
|
|
81,806,980
|
|
Proposal
7: To conduct a non-binding advisory vote on the frequency of future
advisory votes on executive compensation.
|
|
|
|
|
|
|
|
|
One Year
|
|
Two Years
|
|
Three Years
|
|
Shares Abstaining
|
|
Broker Non-Votes
|
18,800,793
|
|
3,293,435
|
|
19,131,651
|
|
4,599,073
|
|
81,806,980
|
Dated: December 19, 2019
|
ACTINIUM PHARMACEUTICALS, INC.
|
|
|
|
|
By:
|
/s/ Sandesh Seth
|
|
Name:
|
Sandesh Seth
|
|
Title:
|
CEO & Chairman
|