Current Report Filing (8-k)
July 30 2019 - 4:31PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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):
July 30, 2019
BioTime,
Inc.
(Exact
name of registrant as specified in charter)
California
|
|
1-12830
|
|
94-3127919
|
(State
or other jurisdiction
of incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer
Identification No.)
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1010
Atlantic Avenue, Suite 102
Alameda,
California
|
|
94501
|
(Address
of principal executive offices)
|
|
(Zip
Code)
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(510)
521-3390
(Registrant’s
telephone number, including area code)
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):
☐
|
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)
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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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Securities
registered pursuant to Section 12(b) of the Act:
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
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BTX
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NYSE
American
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Indicate
by check mark whether the registrant is an emerging growth company as defined in 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
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
As
further discussed in Item 5.07, below, the shareholders of BioTime, Inc. (the “
Company
”) approved an
amendment to the Company’s 2012 Equity Incentive Plan to increase the number of common shares authorized for issuance thereunder
from 16,000,000 to 24,000,000. A description of the terms of the Company’s 2012 Equity Incentive Plan, as amended, is included
in the definitive proxy statement for the Company’s 2019 annual meeting of shareholders, which was previously filed with
the Securities and Exchange Commission on June 14, 2019 (the “
Proxy Statement
”).
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Company held its annual meeting of shareholders on July 30, 2019. The following is a brief description of each matter voted on
at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes
with respect to each matter, as applicable.
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1.
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Shareholders
elected eight directors to hold office until the 2020 annual meeting of shareholders
and until their respective successors are duly elected and qualified, by the following
votes:
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For
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Withheld
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Broker
Non-Votes
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Deborah
Andrews
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59,945,977
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1,608,836
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60,084,099
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Don
M. Bailey
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60,036,601
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1,518,212
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60,084,099
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Neal
C. Bradsher
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58,712,744
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2,842,069
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60,084,099
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Brian
M. Culley
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60,030,702
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1,524,111
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60,084,099
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Stephen
C. Farrell
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59,895,730
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1,659,083
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60,084,099
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Alfred
D. Kingsley
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60,037,970
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1,516,843
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60,084,099
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Michael
H. Mulroy
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55,841,929
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5,712,884
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60,084,099
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Angus
C. Russell
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60,075,713
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1,479,100
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60,084,099
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2.
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Shareholders
ratified the appointment of OUM & Co. LLP as the Company’s independent registered
public accounting firm for the fiscal year ending December 31, 2019, by the following
votes:
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For
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Against
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Abstain
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Broker
Non-Votes
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|
|
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118,473,551
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2,095,690
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1,069,671
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0
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3.
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Shareholders
approved, on an advisory basis, the compensation paid to the Company’s named executive
officers as set forth in the Proxy Statement, by the following votes:
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For
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Against
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Abstain
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Broker
Non-Votes
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|
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54,716,837
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5,113,632
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1,724,344
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60,084,099
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4.
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Shareholders
approved an amendment to the Company’s 2012 Equity Incentive Plan to increase the
number of common shares authorized for issuance thereunder from 16,000,000 to 24,000,000,
by the following votes:
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For
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Against
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Abstain
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Broker
Non-Votes
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|
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57,744,302
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3,523,629
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286,882
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60,084,099
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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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BIOTIME,
INC.
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Date:
July 30, 2019
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By:
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/s/
Chase C. Leavitt
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Name:
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Chase
C. Leavitt
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Title:
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General
Counsel and Corporate Secretary
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