Attached files
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| 8-K - PALATIN TECHNOLOGIES INC | ex3-1.htm |
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): May 11, 2011
Palatin Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-15543
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95-4078884
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(State or other jurisdiction
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(Commission
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(IRS employer
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of incorporation)
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File Number)
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identification number)
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4C Cedar Brook Drive, Cranbury, NJ
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08512
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code: (609) 495-2200
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)
[ ] 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 12, 2011, we filed a certificate of amendment to our restated certificate of incorporation with the Secretary of State of the State of Delaware, effective immediately upon filing, to increase the number of authorized shares of common stock from 40,000,000 to 100,000,000. A copy of the certificate of amendment is attached hereto as Exhibit 3.1 and is incorporated by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
Our annual meeting of stockholders was held on May 11, 2011 to consider and vote on the following proposals:
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·
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Election of directors;
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Ratification of the appointment of our independent registered public accounting firm for the fiscal year ending June 30, 2011;
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Approval of an amendment to our restated certificate of incorporation which will increase the number of authorized shares of common stock from 40,000,000 to 100,000,000; and
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Approval of our 2011 Stock Incentive Plan.
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Common stock and Series A convertible preferred stock voted as a single class on all matters, and common stock also voted as a separate class on the increase in authorized common stock. There were present in person or by proxy 30,340,109 votes, representing 86.9% of the total outstanding eligible votes. At the annual meeting, all nominated directors were re-elected, the selection of our independent registered accounting firm was ratified, the increase in authorized shares was approved and the 2011 Stock Incentive Plan was approved. The votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, with respect to each matter are set forth below.
For the election of directors:
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Director No.
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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1
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Spana
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20,273,041
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144,918
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9,922,150
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2
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Prendergast
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19,992,536
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425,423
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9,922,150
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3
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Molinoff
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20,279,375
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138,584
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9,922,150
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4
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deVeer
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20,261,333
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156,626
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9,922,150
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5
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Horovitz
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20,272,560
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145,399
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9,922,150
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6
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Taber
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20,275,275
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142,684
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9,922,150
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7
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Hull
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20,277,965
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139,994
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9,922,150
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Ratification of appointment of KPMG LLP:
For Against Abstain Broker Non-Votes
30,138,641 114,972 86,495 0
Approval of an amendment to Palatin’s restated certificate of incorporation:
For Against Abstain Broker Non-Votes
27,053,589 2,861,143 425,377 0
Approval of the adoption of Palatin’s 2011 Stock Incentive Plan:
For Against Abstain Broker Non-Votes
19,641,352 510,090 266,517 9,922,150
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
3.1 Certificate of Amendment of Restated Certificate of Incorporation of Palatin, dated May 12, 2011.
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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PALATIN TECHNOLOGIES, INC.
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Date: May 12, 2011
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By:
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/s/ Stephen T. Wills
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Stephen T. Wills, CPA, MST
Executive Vice President - Operations and
Chief Financial Officer
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