Current Report Filing (8-k)
October 21 2022 - 04:35PM
Edgar (US Regulatory)
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2022-10-18 2022-10-18 iso4217:USD xbrli:shares iso4217:USD
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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):
October 18, 2022
AVID BIOSERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware |
001-32839 |
95-3698422 |
(State
of other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
14191 Myford Road,
Tustin,
California
92780
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:
(714)
508-6100
__________________________________
(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.14d-2(b)) |
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each Class |
Trading Symbol |
Name of each exchange on which registered |
Common Stock, $0.001 par value per share |
CDMO |
The NASDAQ Stock Market LLC |
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 5.03 |
Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year. |
At the 2022 Annual Meeting of Stockholders (the “Annual Meeting”)
of Avid Bioservices, Inc. (the “Company”) held on October 18, 2022
in a virtual-only format, the stockholders of the Company approved
an amendment to the Company’s Restated Certificate of Incorporation
which limits the liability of specified executive officers of the
Company (the “Certificate of Amendment”). The Certificate of
Amendment became effective upon filing with the Secretary of State
of the State of Delaware on October 19, 2022. A copy of the
Certificate of Amendment is attached as Exhibit 3.1 hereto and
is incorporated into this Item 5.03 by reference.
|
Item 5.07
|
Submission of Matters to a Vote
of Security Holders. |
At the Annual Meeting, of the 62,167,454 shares of the Company’s
common stock outstanding (as of the record date of August 22, 2022)
and entitled to vote, 52,330,069 shares were present in-person
virtually or represented by proxy, representing approximately 84%
of the total outstanding shares entitled to vote. The final voting
results of each proposal voted on at the Annual Meeting are set
forth below. For more information about the proposals set forth
below, please refer to the Company’s Definitive Proxy Statement
filed with the Securities and Exchange Commission on August 29,
2022.
Proposal No. 1: Election of Directors
The Company’s stockholders elected each of the seven nominees named
below to serve on the Company’s Board of Directors until the
Company’s 2023 Annual Meeting of Stockholders. Election of each
director required approval by a plurality of the votes cast and
thus votes against were not applicable. The votes were as
follows:
Nominee
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Esther
M. Alegria, Ph.D. |
|
46,250,807 |
|
1,064,951 |
|
|
5,014,311 |
Joseph
Carleone, Ph.D. |
|
46,409,928 |
|
905,830 |
|
|
5,014,311 |
Nicholas
S. Green |
|
46,532,784 |
|
782,974 |
|
|
5,014,311 |
Richard
B. Hancock |
|
46,527,189 |
|
788,569 |
|
|
5,014,311 |
Catherine
J. Mackey, Ph.D. |
|
46,237,408 |
|
1,078,350 |
|
|
5,014,311 |
Gregory
P. Sargen |
|
46,376,294 |
|
939,464 |
|
|
5,014,311 |
Jeanne
A. Thoma |
|
46,307,438 |
|
1,008,320 |
|
|
5,014,311 |
Proposal No. 2: Ratification of Independent Registered Public
Accounting Firm
The Company’s stockholders ratified the appointment of Ernst &
Young LLP as the Company’s independent registered public accounting
firm for the fiscal year ending April 30, 2023. The votes were as
follows:
Votes
For |
|
Votes
Against |
|
Abstain |
51,688,206 |
|
629,797 |
|
12,066 |
|
|
|
|
|
|
|
Proposal No. 3: To Approve, On an Advisory Basis, the
Compensation of the Named Executive Officers
The Company’s stockholders approved, on an advisory basis, a
non-binding resolution approving the compensation of the named
executive officers as disclosed in the Company’s Definitive Proxy
Statement for its 2022 Annual Meeting of Stockholders. The votes
were as follows:
Votes
For |
|
Votes
Against |
|
Abstain |
|
Broker
Non-Votes |
46,714,906 |
|
405,730 |
|
195,122 |
|
5,014,311 |
Proposal No. 4: To Approve an Amendment to the Company’s
Restated Certificate of Incorporation
The Company’s stockholders approved an amendment to the Company’s
Restated Certificate of Incorporation to limit the liability of
specified executive officers of the Company. The votes were as
follows:
Votes
For |
|
Votes
Against |
|
Abstain |
|
Broker
Non-Votes |
46,124,286 |
|
840,228 |
|
351,244 |
|
5,014,311 |
|
Item 9.01 |
Financial Statements and
Exhibits. |
(d) Exhibits. The following material is filed as an exhibit to this
Current Report on Form 8-K:
Exhibit
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.
|
|
AVID
BIOSERVICES, INC. |
|
|
|
|
|
|
|
|
|
Date: October 21, 2022 |
By: |
/s/ Daniel R. Hart |
|
|
|
Daniel R.
Hart |
|
|
|
Chief Financial
Officer |
|
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