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EX-99.1 - EXHIBIT 99.1 - Unilife Corp | c25454exv99w1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 5, 2011 (December 1, 2011)
UNILIFE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware | 001-34540 | 27-1049354 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
250 Cross Farm Lane, York, Pennsylvania |
17406 |
|
(Address of principal executive offices) | (Zip Code) |
Registrants telephone number, including area code: (717) 384-3400
Not Applicable
(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:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07 Submission of Matters to a Vote of Security Holders
On December 1, 2011, Unilife Corporation held its annual meeting of stockholders in New York City,
at which the following proposals were submitted to a vote of stockholders. The results of the
votes are provided below. Under Australian Securities Exchange (ASX) rules, we are required to
disregard votes cast on Proposals No. 5 through 12 by directors and their associates. The voting
results indicated below for Proposals No. 5 through 12 exclude 4,440,622 shares cast by directors
and their associates on those proposals.
Proposal No. 1 The election of the persons named below as directors to hold office until our
annual meeting of stockholders to be held in 2012 and until his or her successor is duly elected
and qualified or until his or her earlier resignation or removal
All director nominees were elected and the votes cast were as follows:
Director | For | Withheld | Broker non-votes | |||||||||
Slavko James Joseph Bosnjak |
23,743,353 | 2,666,916 | 6,029,234 | |||||||||
Jeff Carter |
25,166,876 | 1,243,393 | 6,029,234 | |||||||||
William Galle |
24,153,592 | 2,256,677 | 6,029,234 | |||||||||
John Lund |
24,610,425 | 1,799,844 | 6,029,234 | |||||||||
Mary Katherine Wold |
26,056,656 | 353,613 | 6,029,234 | |||||||||
Marc S. Firestone |
26,055,800 | 354,469 | 6,029,234 | |||||||||
Alan D. Shortall |
25,496,041 | 914,228 | 6,029,234 |
Proposal No. 2 Ratification of the appointment of KPMG LLP as our independent registered public
accounting firm for the fiscal year ending June 30, 2012
The ratification of the appointment of KPMG LLP as our independent registered public accounting
firm for the fiscal year ending June 30, 2012, was approved and the votes were cast as follows:
Votes cast | ||||
For | Against | Abstain | ||
32,098,125
|
216,238 | 125,140 |
Proposal No. 3 Advisory vote regarding the approval of compensation paid to certain executive
officers
The compensation of the Companys named executive officers was approved, on an advisory basis, and
the votes were cast as follows:
Votes cast | Broker | |||||
For | Against | Abstain | non-votes | |||
22,188,789 | 3,535,099 | 686,381 | 6,029,234 |
Proposal No. 4 Advisory vote regarding the frequency of stockholder approval of the compensation
paid to certain executive officers
The votes cast on this proposal were as follows:
Votes cast | ||||||||
Every | Every | Broker | ||||||
Every year | two years | three years | Abstain | non-votes | ||||
12,011,375 | 1,668,868 | 11,396,460 | 1,333,566 | 6,029,234 |
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In light of the voting results with respect to this proposal, the Company has decided that it will
hold an advisory vote on the compensation of its named executive officers every year.
Proposal No. 5 For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of
the grant of up to 45,000 securities to Slavko James Joseph Bosnjak (which Mr. Bosnjak may elect to
take in the form of shares of common stock or phantom stock units)
The grant to Mr. Bosnjak was approved and the votes were cast as follows:
Votes cast | Broker | |||||
For | Against | Abstain | non-votes | |||
16,105,195 | 5,537,395 | 327,057 | 6,029,234 |
Proposal No. 6 For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of
the grant of up to 45,000 securities to Jeff Carter (which Mr. Carter may elect to take in the form
of shares of common stock or phantom stock units)
The grant to Mr. Carter was approved and the votes were cast as follows:
Votes cast | Broker | |||||
For | Against | Abstain | non-votes | |||
16,260,219 | 5,394,782 | 314,646 | 6,029,234 |
Proposal No. 7 For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval
the grant of up to 45,000 securities to William Galle (which Mr. Galle may elect to take in the
form of shares of common stock or phantom stock units)
The grant to Mr. Galle was approved and the votes were cast as follows:
Votes cast | Broker | |||||
For | Against | Abstain | non-votes | |||
16,222,434 | 5,437,066 | 310,147 | 6,029,234 |
Proposal No. 8 For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of
the grant of up to 45,000 securities to John Lund (which Mr. Lund may elect to take in the form of
shares of common stock or phantom stock units)
The grant to Mr. Lund was approved and the votes were cast as follows:
Votes cast | Broker | |||||
For | Against | Abstain | non-votes | |||
16,314,099 | 5,341,901 | 313,647 | 6,029,234 |
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Proposal No. 9 For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of
the grant of up to 45,000 securities to Mary Katherine Wold (which Ms. Wold may elect to take in
the form of shares of common stock or phantom stock units)
The grant to Ms. Wold was approved and the votes were cast as follows:
Votes cast | Broker | |||||
For | Against | Abstain | non-votes | |||
16,328,849 | 5,325,651 | 315,147 | 6,029,234 |
Proposal No. 10 For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval
of the grant of up to 45,000 securities to Marc Firestone (which Mr. Firestone may elect to take in
the form of shares of common stock or phantom stock units)
The grant to Mr. Firestone was approved and the votes were cast as follows:
Votes cast | Broker | |||||
For | Against | Abstain | non-votes | |||
16,272,275 | 5,382,225 | 315,147 | 6,029,234 |
Proposal No. 11 For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval
of the grant of up to 1,916,000 securities (in the form of 1,166,000 shares of restricted stock and
750,000 stock options) to Alan D. Shortall
The grant to Mr. Shortall was approved and the votes were cast as follows:
Votes cast | Broker | |||||
For | Against | Abstain | non-votes | |||
15,183,097 | 6,354,190 | 432,360 | 6,029,234 |
Proposal No. 12 For the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other
purposes, to approve the 2009 Stock Incentive Plan, as proposed to be amended
The proposed amendment to the 2009 Stock Incentive Plan was approved and the votes were cast as
follows:
Votes cast | Broker | |||||
For | Against | Abstain | non-votes | |||
15,852,588 | 5,518,225 | 598,834 | 6,029,234 |
Item 7.01 Regulation FD Disclosure
During the annual meeting of stockholders on December 1, 2011, Alan Shortall, the Companys Chief
Executive Officer, made a PowerPoint presentation summarizing the Companys current business
affairs. The presentation is attached hereto as Exhibit 99.1.
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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
99.1 | PowerPoint Presentation for 2011 Annual Meeting |
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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.
Unilife Corporation |
||||
Date: December 5, 2011 | By: | /s/ Alan Shortall | ||
Alan Shortall | ||||
Chief Executive Officer |
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EXHIBIT INDEX
EXHIBIT | ||||
NUMBER | DESCRIPTION | |||
99.1 | PowerPoint Presentation for 2011 Annual Meeting |
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