Current Report Filing (8-k)
June 08 2018 - 6:02AM
Edgar (US Regulatory)
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): June 7, 2018
INTREXON CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Virginia
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001-36042
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26-0084895
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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20374 Seneca Meadows Parkway, Germantown, Maryland 20876
(Address of Principal Executive Offices) (Zip Code)
(301)
556-9900
(Registrants telephone number, including area code)
N/A
(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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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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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 or Rule
12b-2
of the Securities Exchange Act of 1934.
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 noted in Item 5.07 below, at the 2018 Annual Meeting of Shareholders (the
2018 Annual Meeting) of Intrexon Corporation (the Company), upon recommendation of the Board of Directors of the Company, the Companys shareholders approved an amendment (the Amendment) to the Companys
Amended and Restated 2013 Omnibus Incentive Plan, as amended (the Plan), which provides for the issuance of an additional two million shares of the Companys common stock under the Plan.
A description of the Amendment is set forth on pages 28 through 30 of the definitive Proxy Statement on Schedule 14A for the 2018 Annual
Meeting that was filed with the Securities and Exchange Commission on April 27, 2018, which description is incorporated by reference herein. The description of the Amendment is qualified in its entirety by reference to the full text of the
Amendment which is attached as Exhibit 10.1 to this Current Report on Form
8-K
and which is incorporated by reference herein.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On June 7, 2018, the Company
held its 2018 Annual Meeting. At the 2018 Annual Meeting, the Companys shareholders (i) elected each of the persons listed below as a director for a
one-year
term, (ii) ratified the appointment
of PricewaterhouseCoopers LLP as the Companys independent registered accounting firm for the fiscal year ending December 31, 2018, (iii) approved a
non-binding
advisory resolution approving the
compensation of the named executive officers, and (iv) approved the Amendment.
Proposal 1
Election of Directors
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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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Randal J. Kirk
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84,932,824
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716,107
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78,683
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30,794,477
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Cesar L. Alvarez
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75,225,182
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10,383,865
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118,567
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30,794,477
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Steven R. Frank
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84,979,914
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627,910
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119,790
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30,794,477
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Vinita D. Gupta
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85,127,968
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486,128
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113,518
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30,794,477
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Fred Hassan
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81,677,704
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3,929,798
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120,112
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30,794,477
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Jeffrey B. Kindler
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81,205,485
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4,395,203
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126,926
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30,794,477
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Dean J. Mitchell
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85,118,639
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481,091
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127,884
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30,794,477
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Robert B. Shapiro
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84,618,331
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986,132
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123,151
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30,794,477
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James S. Turley
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81,683,370
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3,926,807
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117,437
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30,794,477
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Proposal 2
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Companys Independent
Registered Public Accounting Firm for the year ended December 31, 2018
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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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115,172,595
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838,972
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510,524
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Proposal 3
Non-binding
Advisory Resolution Approving the Compensation of
the Named Executive Officers
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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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82,815,496
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2,648,510
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263,608
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30,794,477
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Proposal 4
Approval of the Amendment to the Amended and Restated Intrexon Corporation 2013 Omnibus Incentive
Plan
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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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80,064,161
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5,443,931
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219,522
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30,794,477
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2
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
3
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.
Date: June 7, 2018
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INTREXON CORPORATION
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By:
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/s/ Donald P. Lehr
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Donald P. Lehr
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Chief Legal Officer
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