Attached files
| file | filename |
|---|---|
| EX-3 - EXHIBIT 3.1 - Oxford Immunotec Global PLC | 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): June 12, 2014
OXFORD IMMUNOTEC GLOBAL PLC
(Exact name of registrant as specified in its charter)
England and Wales
(State or other jurisdiction
of incorporation)
|
001-36200 |
|
Not Applicable |
|
(Commission |
|
(IRS Employer |
94C Innovation Drive, Milton Park, Abingdon OX14 4RZ, United Kingdom
(Address of principal executive offices)
Registrant’s telephone number including area code +44 (0) 1235 442780
Check 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 communication 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 June 12, 2014, Oxford Immunotec Global PLC (the “Company”) held its Annual General Meeting of Shareholders. At this meeting, the Company’s shareholders approved the amendment of Articles 13.1, 72, and 73 of the Company’s Articles of Association to change the quorum required to conduct a meeting of shareholders from two shareholders to one-third of the outstanding shares of the Company’s ordinary shares entitled to vote. The shareholders of the Company also approved the amendment of Article 220 to require that all directors receive notice of meetings of the board of directors at the address provided by them for such purpose.
The amendments to the Articles of Association became effective June 12, 2014.
A copy of the Company’s Articles of Association as amended is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
(a) The final voting results for the Company’s 2014 Annual General Meeting of Shareholders are as follows:
|
Proposal |
For |
Against |
Abstain |
Broker Non-votes |
|
Election of Herm Rosenman to the Board of Directors as a Class I Director |
10,773,055 |
2,569,171 |
6,217 |
220,700 |
|
Election of Patricia Randall to the Board of Directors as a Class I Director |
13,270,117 |
71,859 |
6,467 |
220,700 |
|
Ratification of Appointment of Ernst & Young LLP as UK Statutory Auditors and US Independent Registered Public Accountant for the Fiscal Year Ended 2013 |
13,505,981 |
57,573 |
5,589 |
0 |
|
Re-appointment of Ernst & Young LLP as UK Statutory Auditors for 2014 |
13,505,981 |
57,573 |
5,589 |
0 |
|
Authorization for the Audit Committee to determine UK Statutory Auditors’ Remuneration |
13,542,578 |
18,233 |
8,332 |
0 |
|
Receive and approve the Company’s UK statutory accounts and reports |
13,548,363 |
0 |
20,780 |
0 |
|
Approval on advisory vote of the Directors Remuneration Report |
13,340,506 |
1,065 |
6,872 |
220,700 |
|
Approval of Director Remuneration Policy |
13,340,025 |
1,605 |
6,813 |
220,700 |
|
Authorization of allotment of ordinary shares |
10,608,625 |
2,735,074 |
4,744 |
220,700 |
|
Authorization of disapplication of statutory rights |
10,533,321 |
2,808,208 |
6,914 |
220,700 |
|
Amendment of Articles of Association to change quorum for purposes of shareholder action at general meetings |
13,340,706 |
615 |
7,122 |
220,700 |
|
Amendment of Articles of Association regarding notice to directors of meetings of the board of directors |
13,340,706 |
615 |
7,122 |
220,700 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit |
|
Exhibit Description |
|
3.1 |
|
Articles of Association of the Registrant |
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.
Date: June 18, 2014
|
OXFORD IMMUNOTEC GLOBAL PLC | ||
|
By: |
|
/s/ Peter Edwardson, Ph.D. |
|
|
Peter Edwardson, Ph.D. | |
|
|
Chief Operations Officer | |
EXHIBIT INDEX
|
Exhibit |
|
Exhibit Description |
|
3.1 |
Articles of Association of the Registrant | |