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EX-99.1 - EX-99.1 - Unilife Corpd636924dex991.htm

 

 

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): November 27, 2013 (November 21, 2013)

 

 

UNILIFE CORPORATION

(Exact name of Registrant as Specified in 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)

Registrant’s 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:

 

¨ 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))

 

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 21, 2013, the board of directors of the Company promoted the Company’s Chief Operating Officer, Dr. Ramin Mojdeh, to the position of President. Dr. Mojdeh will also retain his position as Chief Operating Officer. Dr. Mojdeh’s compensation and benefits will remain the same as described in the Company’s Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on October 7, 2013 (the “Proxy Statement”).

Information required by Items 401(b), (d), (e) and Item 404(a) of Regulation S-K for Dr. Mojdeh has been included in either the Proxy Statement or the Company’s Annual Report on Form 10-K filed with the SEC on September 13, 2013 and such information is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

On November 21, 2013, 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.

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 2014 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 were cast as follows:

 

Director

   For      Withheld      Broker non-votes  

Slavko James Joseph Bosnjak

     37,893,553         4,381,120         17,634,054   

Jeff Carter

     38,248,088         4,026,585         17,634,054   

William Galle

     39,975,506         2,299,167         17,634,054   

John Lund

     39,968,156         2,306,517         17,634,054   

Mary Katherine Wold

     40,048,663         2,226,010         17,634,054   

Alan D. Shortall

     39,480,958         2,793,715         17,634,054   

Proposal No. 2 – Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2014

The appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2014 was ratified and the votes were cast as follows:

 

                                                        
Votes Cast        
For   Against   Abstain    
58,319,458   904,285   684,984  

Proposal No. 3 – Advisory vote regarding the approval of compensation paid to certain executive officers

The compensation of the Company’s named executive officers was approved, on an advisory basis, and the votes were cast as follows:

 

                                                        
Votes Cast        
For   Against   Abstain   Broker non-votes
36,033,719   5,784,484   456,470   17,634,054

Proposal No. 4 - For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 105,000 securities to Slavko James Joseph Bosnjak (which Mr. Bosnjak may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement

 

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The grant of up to 105,000 securities to Slavko James Joseph Bosnjak (which Mr. Bosnjak may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement was approved and the votes were cast as follows:

 

Votes Cast        
For   Against   Abstain   Broker non-votes
30,270,781   11,676,609   327,283   17,634,054

Proposal No. 5 - For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 105,000 securities to Jeff Carter (which Mr. Carter may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement

The grant of up to 105,000 securities to Jeff Carter (which Mr. Carter may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement was approved and the votes were cast as follows:

 

Votes Cast        
For   Against   Abstain   Broker non-votes
30,130,410   11,683,867   460,396   17,634,054

Proposal No. 6 - For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 105,000 securities to William Galle (which Mr. Galle may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement

The grant of up to 105,000 securities to William Galle (which Mr. Galle may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement was approved and the votes were cast as follows:

 

Votes Cast        
For   Against   Abstain   Broker non-votes
30,410,105   11,400,255   464,313   17,634,054

Proposal No. 7 - For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 105,000 securities to John Lund (which Mr. Lund may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement

The grant of up to 105,000 securities to John Lund (which Mr. Lund may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement was approved and the votes were cast as follows:

 

Votes Cast        
For   Against   Abstain   Broker non-votes
30,410,221   11,400,755   463,697   17,634,054

 

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Proposal No. 8 - For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve the grant of up to 105,000 securities to Mary Katherine Wold (which Ms. Wold may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement

The grant of up to 105,000 securities to Mary Katherine Wold (which Ms. Wold may elect to take in the form of shares of restricted stock or restricted stock units) on the terms set out in the Proxy Statement was approved and the votes were cast as follows:

 

Votes Cast        
For   Against   Abstain   Broker non-votes
30,433,812   11,382,098   458,763   17,634,054

Proposal No. 9 - For the purposes of ASX Listing Rule 10.14 and for all other purposes, to approve a special grant of 52,500 securities to William Galle in the form of restricted stock units on the terms set out in the Proxy Statement

The grant of 52,500 securities to William Galle in the form of restricted stock units on the terms set out in the Proxy Statement was approved and the votes were cast as follows:

 

Votes Cast        
For   Against   Abstain   Broker non-votes
30,306,626   11,483,493   484,554   17,634,054

Proposal No. 10 - For the purposes of ASX Listing Rule 7.4 and for all other purposes, to ratify the issuance and sale by the Company of 3,512,153 shares of commons stock (equivalent to 21,072,918 CHESS Depositary Interests (“CDIs”)) under the Controlled Equity Offering Sales Agreement the Company entered into with Cantor Fitzgerald & Co. dated October 3, 2013, pursuant to a registration statement filed by the Company with the SEC, and the accompanying prospectus supplement that we filed with the SEC on October 4, 2012

The issuance and sale by the Company of 3,512,153 shares of commons stock (equivalent to 21,072,918 CHESS Depositary Interests (“CDIs”)) under the Controlled Equity Offering Sales Agreement the Company entered into with Cantor Fitzgerald & Co. dated October 3, 2013, pursuant to a registration statement filed by the Company with the SEC, and the accompanying prospectus supplement that the Company filed with the SEC on October 4, 2012 was ratified and the votes were cast as follows:

 

Votes Cast        
For   Against   Abstain   Broker non-votes
39,787,618   1,938,609   548,446   17,634,054

Item 8.01 Other Events

During the annual meeting of stockholders on November 21, 2013, Alan Shortall, the Company’s Chief Executive Officer, made a PowerPoint presentation. The presentation is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

 

99.1 PowerPoint presentation for November 21, 2013 annual meeting of stockholders.

 

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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: November 27, 2013

    By:   /s/ Alan Shortall
      Alan Shortall
      Chief Executive Officer

 

 

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EXHIBIT INDEX

 

EXHIBIT

NUMBER

  

DESCRIPTION

99.1    PowerPoint presentation for November 21, 2013 annual meeting of stockholders.

 

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