Current Report Filing (8-k)
August 31 2016 - 4:25PM
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): August 30, 2016
Oramed
Pharmaceuticals Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Delaware
(State
or Other Jurisdiction of Incorporation)
001-35813
|
|
98-0376008
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
Hi-Tech
Park 2/4 Givat Ram, PO Box 39098,
Jerusalem, Israel
|
|
91390
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
+972-2-566-0001
(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:
|
☐
|
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 240.14d-2(b))
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Adoption
of Second Amended and Restated 2008 Stock Incentive Plan
On
August 30, 2016, Oramed Pharmaceuticals Inc. (the “
Company
”) held its 2016 Annual Meeting of Stockholders (the
“
2016 Annual Meeting
”). At the 2016 Annual Meeting, the Company’s stockholders approved the Company's
Second Amended and Restated 2008 Stock Incentive Plan (the “
2008 Amended Plan
”). The 2008 Amended Plan previously
had been approved, subject to stockholder approval, by the Company’s Board of Directors on July 12, 2016.
The
Company’s officers and directors are among the persons eligible to receive awards under the 2008 Amended Plan in accordance
with the terms and conditions thereunder. A detailed summary of the 2008 Amended Plan is set forth in the Company’s Definitive
Proxy Statement on Schedule 14A for the 2016 Annual Meeting filed with the Securities and Exchange Commission on August 4, 2016
(the “
Proxy Statement
”) under the caption “Proposal 2: Second Amended and Restated 2008 Stock Incentive
Plan,” which summary is incorporated herein by reference.
That
detailed summary of the 2008 Amended Plan is qualified in its entirety by reference to the full text of the 2008 Amended Plan
a copy of which is attached as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed on August 4, 2016
and incorporated herein by reference.
Item
5.07. Submission of Matters to a Vote of Security Holders.
As
disclosed above, the Company held its 2016 Annual Meeting of stockholders on August 30, 2016. The final voting results are set
forth below.
Stockholders
voted on the following proposals:
Proposal
No. 1 — Election of Directors.
The
stockholders elected the following directors of the Company to hold office until the next annual meeting of stockholders and until
their respective successors shall be elected and qualified or until their earlier resignation or removal. The votes were as follows:
Director Name
|
|
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker
Non-Votes
|
|
Nadav Kidron
|
|
|
4,123,298
|
|
|
|
133,148
|
|
|
|
59,881
|
|
|
|
3,475,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Miriam Kidron
|
|
|
4,158,170
|
|
|
|
128,805
|
|
|
|
29,352
|
|
|
|
3,475,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Leonard Sank
|
|
|
4,226,585
|
|
|
|
56,654
|
|
|
|
33,088
|
|
|
|
3,475,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Slager
|
|
|
4,243,016
|
|
|
|
15,036
|
|
|
|
58,275
|
|
|
|
3,475,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin Rakin
|
|
|
4,262,272
|
|
|
|
17,057
|
|
|
|
36,998
|
|
|
|
3,475,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Aviad Friedman
|
|
|
4,232,810
|
|
|
|
18,051
|
|
|
|
65,466
|
|
|
|
3,475,429
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Xiaopeng Li
|
|
|
4,271,257
|
|
|
|
17,156
|
|
|
|
27,914
|
|
|
|
3,475,429
|
|
Proposal No. 2 — 2008
Amended Plan.
The stockholders approved the 2008 Amended Plan as described
in the Proxy Statement. The votes were as follows:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,860,536
|
|
|
|
205,033
|
|
|
|
1,250,758
|
|
|
|
3,475,429
|
|
Proposal
No. 3 — Advisory Vote on the Compensation of the Company’s Named Executive Officers.
The
stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers listed
in the Summary Compensation Table appearing in the Proxy Statement pursuant to Item 402 of Regulation S-K. The votes were as follows:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,970,134
|
|
|
|
117,293
|
|
|
|
1,228,900
|
|
|
|
3,475,429
|
|
Proposal
No. 4 — Ratification of Auditors.
The
stockholders ratified the appointment of Kesselman & Kesselman, certified public accountants in Israel, a member of PricewaterhouseCoopers
International Limited, as the independent registered public accounting firm of the Company for the fiscal year ending August 31,
2016. The votes were as follows:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
7,692,760
|
|
|
|
36,525
|
|
|
|
62,471
|
|
|
|
N/A
|
|
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.
|
Oramed
Pharmaceuticals Inc.
|
|
|
Date:
August 31, 2016
|
By:
|
/s/
Nadav Kidron
|
|
Name:
|
Nadav
Kidron
|
|
Title:
|
President
and CEO
|
4
Oramed Pharmaceuticals (NASDAQ:ORMP)
Historical Stock Chart
From Apr 2024 to May 2024
Oramed Pharmaceuticals (NASDAQ:ORMP)
Historical Stock Chart
From May 2023 to May 2024