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): March 5, 2014 | ||
|
ISORAY, INC. (Exact name of registrant as specified in its charter)
| ||
| Minnesota (State or other jurisdiction of incorporation) |
001-33407 (Commission File Number) |
41-1458152 (IRS Employer Identification No.) |
350 Hills Street, Suite 106, Richland, Washington 99354
(Address of principal executive offices) (Zip Code)
(509) 375-1202
(Registrant's telephone number)
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 5.07 Submission of Matters to a Vote of Security Holders
On March 5, 2014, IsoRay, Inc. ("IsoRay") held its Fiscal 2014 Annual Meeting of Stockholders, where six proposals were voted on. The proposals are described in detail in IsoRay’s definitive proxy statement filed with the Securities and Exchange Commission on January 21, 2014. Of the 38,478,567 common and preferred shares outstanding and entitled to vote at the Annual Meeting, 29,029,089 common and preferred shares (or 75.44%), constituting a quorum, were represented in person or by proxy at the Annual Meeting.
The final voting results on each proposal are set forth below.
Proposal 1. The stockholders elected four directors to the board of directors to serve until the fiscal 2015 annual meeting of stockholders. The votes for this proposal were:
| For | Withheld | Broker Non-Votes | ||||||||||
| Dwight Babcock | 5,342,617 | 2,391,115 | 21,295,357 | |||||||||
| Robert R. Kauffman | 4,766,637 | 2,967,095 | 21,295,357 | |||||||||
| Thomas C. LaVoy | 5,188,891 | 2,544,841 | 21,295,357 | |||||||||
| Philip J. Vitale, M.D. | 5,349,189 | 2,384,543 | 21,295,357 |
Proposal 2. The stockholders ratified the appointment of DeCoria, Maichel & Teague, P.S. as IsoRay’s independent registered public accounting firm for the fiscal year ending June 30, 2014. The votes on this proposal were:
| For | Against | Abstain | ||
| 26,061,181 | 2,633,960 | 333,948 |
Proposal 3. The stockholders approved, on an advisory basis, the compensation of IsoRay’s named executive officers. The votes on this proposal were:
| For | Against | Abstain | Broker Non-Votes | |||
| 4,207,537 | 2,818,449 | 707,746 | 21,295,357 |
Proposal 4. The stockholders approved, on an advisory basis, 1 year as the frequency for the advisory vote on the approval of compensation of IsoRay’s named executive officers. The votes on this proposal were:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 3,161,382 | 415,098 | 1,916,334 | 2,240,918 | 21,295,357 |
Proposal 5. The stockholders approved the 2014 Employee Stock Option Plan. The votes on this proposal were:
| For | Against | Abstain | Broker Non-Votes | |||
| 3,997,526 | 3,300,585 | 435,621 | 21,295,357 |
Proposal 6. The stockholders did not approve the amendment to the warrants issued in August 2013. The votes on this proposal were:
| For | Against | Abstain | Broker Non-Votes | |||
| 2,580,647 | 4,989,938 | 163,147 | 21,295,357 |
SIGNATURES
In accordance with 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.
Dated: March 5, 2014
| IsoRay, Inc., a Minnesota corporation | ||
| By: | /s/ Dwight Babcock | |
| Dwight Babcock, CEO | ||