Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - IMMUNOMEDICS INC | d832690dex31.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): December 3, 2014
Immunomedics, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-12104 | 61-1009366 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 300 The American Road, Morris Plains, New Jersey | 07950 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(973) 605-8200
(Registrant’s telephone number, including area code)
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K 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. |
The Annual Meeting of Stockholders (the “Annual Meeting”) for Immunomedics, Inc. (the “Company”) was held at the Company’s headquarters, 300 The American Road, Morris Plains, New Jersey, on Wednesday, December 3, 2014. At the Annual Meeting, the following matters were submitted to a vote of stockholders:
| • | the election of six (6) directors to serve for a one-year term ending at the 2015 Annual Meeting of Stockholders, or until their respective successors are duly elected and qualified; |
| • | the non-binding advisory vote to approve the compensation of the Company’s named executive officers; |
| • | the approval of the amendment and restatement of the Company’s Certificate of Incorporation to increase the maximum number of authorized shares of the Company’s capital stock from 145,000,000 shares to 165,000,000 shares; |
| • | the approval of the Immunomedics, Inc. 2014 Long-Term Incentive Plan; and |
| • | the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015. |
At the close of business on October 8, 2014, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 93,133,094 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The holders of 83,272,352 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
With respect to the election of the director nominees for a one-year term ending at the 2015 Annual Meeting of Stockholders, the votes were as follows:
| Name |
For | Against | Abstain | Broker Non-Votes | ||||
| David M. Goldenberg |
37,409,281 Shares | 8,301,956 Shares | 221,024 Shares | 37,340,091 Shares | ||||
| Cynthia L. Sullivan |
38,133,558 Shares | 7,728,791 Shares | 69,912 Shares | 37,340,091 Shares | ||||
| Brian A. Markison |
38,161,128 Shares | 7,655,706 Shares | 115,427 Shares | 37,340,091 Shares | ||||
| Mary E. Paetzold |
38,132,980 Shares | 7,694,605 Shares | 104,676 Shares | 37,340,091 Shares | ||||
| Richard L. Sherman |
38,152,127 Shares | 7,667,272 Shares | 112,862 Shares | 37,340,091 Shares | ||||
| Don C. Stark |
38,148,120 Shares | 7,671,484 Shares | 112,657 Shares | 37,340,091 Shares |
The non-binding advisory votes with respect to approval of the compensation of the Company’s named executive officers were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 37,108,944 Shares |
8,685,404 Shares | 137,913 Shares | 37,340,091 Shares |
The votes with respect to the approval of the amendment and restatement of the Company’s Certificate of Incorporation to increase the maximum number of authorized shares of the Company’s capital stock from 145,000,000 shares to 165,000,000 shares were as follows:
| For |
Against |
Abstain | ||
| 65,879,171 Shares |
15,314,975 Shares | 2,078,206 Shares |
The votes with respect to the approval of the Immunomedics, Inc. 2014 Long-Term Incentive Plan were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 34,984,165 Shares |
10,845,961 Shares | 102,135 Shares | 37,340,091 Shares |
With respect to the ratification of the Company’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015, the votes were as follows:
| For |
Against |
Abstain | ||
| 75,263,076 Shares |
7,883,680 Shares | 125,596 Shares |
The foregoing votes reflect that all of the director nominees were elected for a one-year term ending at the 2015 Annual Meeting of Stockholders; the compensation of the Company’s named executive officers was approved by non-binding advisory votes; the Company’s amended and restated Certificate of Incorporation to increase the number of authorized shares of the Company’s capital stock from 145,000,000 shares to 165,000,000 shares was approved; the Immunomedics, Inc. 2014 Long-Term Incentive Plan was approved; and KPMG LLP was ratified as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2015.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Amended and Restated Certificate of Incorporation, dated December 3, 2014. | |
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.
| IMMUNOMEDICS, INC. | ||
| By: | /s/ Cynthia L. Sullivan | |
| Name: | Cynthia L. Sullivan | |
| Title: | President and Chief Executive Officer | |
Dated: December 4, 2014