Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
July 15, 2020, the shareholders of Intec Pharma Ltd. (the “Company”) approved at the 2020 annual meeting of shareholders
of the Company (the “Annual Meeting”) an amendment to its 2015 Equity Incentive Plan (the “2015 Plan”)
to increase the number of ordinary shares authorized for issuance under the 2015 Plan by 3,500,000 ordinary shares. A summary
of the material features of the 2015 Plan is set forth in the Company’s definitive proxy statement on Schedule 14A, filed
with the Securities and Exchange Commission on June 8, 2020 (the “Proxy Statement”).
Following
the recommendation of the Company’s Compensation Committee and approval of the Board, at the Annual Meeting, the Company’s
shareholders approved a new compensation policy (the “New Compensation Policy”). A summary of the material features
of the New Compensation Policy is set forth in the Proxy Statement and is qualified in its entirety by reference to the full text
of the New Compensation Policy, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
In
addition, following the recommendation of the Company’s Compensation Committee and approval of the Board, at the Annual
Meeting the Company’s shareholders approved a grant of 300,000 options to purchase ordinary shares to Jeffrey Meckler, the
Company’s Chief Executive Officer, at a per share exercise price of $0.3075. Subject to Mr. Meckler’s continued employment
by the Company, the options will vest over three years according to the following schedule: 33% of the options shall vest and
become exercisable on the first anniversary of July 15, 2021, and the remaining portion of the options shall vest and become exercisable
on a pro rata basis in eight equal quarterly installments thereafter. The options have a seven-year term, and are subject to such
other terms and conditions set forth in an option agreement to be entered into between the Company and Mr. Meckler and the provisions
of the 2015 Plan. In the event of a “Merger Transaction” (as such term is defined in the 2015 Plan) any options that
have not previously vested shall become vested and exercisable immediately prior to such event.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
On
July 15, 2020, the Company held its Annual Meeting. An aggregate of 33,982,208 ordinary shares, or approximately 49% of the Company’s
69,265,532 total outstanding voting shares as of June 5, 2020, the record date for the Annual Meeting, were present or voted at
the Annual Meeting, constituting a quorum. All proposals received the requisite level of approval by shareholders, including in
the case of proposal 6, the special majority. A more complete and detailed description of each matter is set out in the Proxy
Statement.
Set
forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting and the final voting results
on each such matter.
1.
Re-election of Dr. John W. Kozarich, Jeffrey A. Meckler, Anthony J. Maddaluna, Hila
Karah, Dr. Roger J. Pomerantz and William B. Hayes to serve as a director of the Company to hold office until the close of the
next annual general meeting:
Nominee
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
Dr. John W. Kozarich
|
|
|
5,530,441
|
|
|
|
741,085
|
|
|
|
1,165,415
|
|
|
|
26,545,257
|
|
Jeffrey A. Meckler
|
|
|
5,499,135
|
|
|
|
1,772,071
|
|
|
|
165,745
|
|
|
|
26,545,257
|
|
Anthony J. Maddaluna
|
|
|
5,485,642
|
|
|
|
782,149
|
|
|
|
1,169,160
|
|
|
|
26,545,257
|
|
Hila Karah
|
|
|
5,522,012
|
|
|
|
743,004
|
|
|
|
1,171,935
|
|
|
|
26,545,257
|
|
Dr. Roger J. Pomerantz
|
|
|
5,532,976
|
|
|
|
737,562
|
|
|
|
1,166,413
|
|
|
|
26,545,257
|
|
William B. Hayes
|
|
|
5,525,158
|
|
|
|
745,223
|
|
|
|
1,166,570
|
|
|
|
26,545,257
|
|
2.
Approval of a grant of an option to Mr. Meckler, our Chief Executive Officer:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
4,676,476
|
|
|
|
2,667,515
|
|
|
|
92,960
|
|
|
|
26,545,257
|
|
3. Approval
of an amendment to the Company’s Articles of Association to increase the authorized share capital by an additional 250,000,000
of the Company’s ordinary shares, no par value, such that following the increase, the Company’s authorized share capital
will consist of 350,000,000 of ordinary shares, with no par value, prior to the consummation of a reverse share split:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
24,172,936
|
|
|
|
9,553,873
|
|
|
|
255,399
|
|
|
|
0
|
|
4. Approval
of amendments to the Company’s Articles of Association to effect a reverse share split of the Company’s ordinary shares
at a ratio with the range from 1-for-5 to 1-for-25, to be effective at the ratio and on a date to be determined by the board of
directors in its sole discretion:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
23,627,823
|
|
|
|
10,167,675
|
|
|
|
186,710
|
|
|
|
0
|
|
5.
Approval of an amendment to the 2015 Plan, to increase the aggregate number of ordinary
shares authorized for issuance under the 2015 Plan by 3,500,000 ordinary shares, prior to the consummation of a reverse share
split:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
4,285,361
|
|
|
|
3,067,291
|
|
|
|
84,299
|
|
|
|
26,545,257
|
|
6. Approval
of the Company’s new Compensation Policy for directors and officers:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
4,936,823
|
|
|
|
2,368,127
|
|
|
|
132,001
|
|
|
|
26,545,257
|
|
7. Approval
of amendments to director compensation scheme:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
4,760,277
|
|
|
|
2,490,752
|
|
|
|
185,922
|
|
|
|
26,545,257
|
|
8.
Approval and ratification of the re-appointment of Kesselman & Kesselman, Certified
Public Accountant (Isr.), independent registered public accounting firm, a member of PricewaterhouseCoopers International Limited
as the independent auditors of the Company for the period ending at the close of the next annual general meeting:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Vote
|
|
|
29,938,872
|
|
|
|
2,560,831
|
|
|
|
1,482,505
|
|
|
|
0
|
|