Attached files
| file | filename |
|---|---|
| EX-3.1 - EX-3.1 - INSITE VISION INC | d901934dex31.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): March 31, 2015
INSITE VISION INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 000-22332 | 94-3015807 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
965 Atlantic Ave.
Alameda, California 94501
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code:
(510) 865-8800
N/A
(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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective on April 1, 2015, InSite Vision Incorporated (the “Company”) amended its Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from 240,000,000 shares to 350,000,000 shares (the “Amendment”).
The Amendment is in the form of the Certificate of Amendment (the “Certificate”) included as Annex A to the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 19, 2015 (the “Proxy Statement”).
The foregoing description of the Amendment is qualified in its entirety by reference to the Certificate attached hereto as Exhibit 3.1, which is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 31, 2015, the Company held its 2015 annual meeting of stockholders at which five proposals were considered, each of which is described in more detail in the Proxy Statement. A total of 110,737,955 shares of the Company’s common stock, or 84% of the outstanding shares of common stock, were represented in person or by proxy at the annual meeting. The matters voted on by the Company’s stockholders and the voting results are as follows:
1. Election of Directors. All six nominees for director were elected.
| Shares For |
Shares Withheld |
Broker Non-Votes |
||||||||||
| Timothy McInerney |
40,235,362 | 18,924,014 | 51,578,579 | |||||||||
| Brian Levy, O.D. M.Sc. |
41,953,034 | 17,206,342 | 51,578,579 | |||||||||
| Robert O’Holla |
41,958,984 | 17,200,392 | 51,578,579 | |||||||||
| Timothy Ruane |
41,916,662 | 17,242,714 | 51,578,579 | |||||||||
| Craig Tooman |
42,005,384 | 17,153,992 | 51,578,579 | |||||||||
| Anthony J. Yost |
41,946,434 | 17,212,942 | 51,578,579 | |||||||||
2. Ratification of the appointment of Burr Pilger Mayer, Inc. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015. The appointment of Burr Pilger Mayer, Inc. was ratified.
| Shares For |
Shares Against |
Shares Abstained | ||
| 107,608,030 |
2,077,831 | 1,052,094 |
3. Advisory resolution relating to our named executive officer compensation. The resolution on named executive officer compensation was approved.
| Shares For |
Shares Against |
Shares Abstained |
Broker Non-Votes | |||
| 33,320,364 |
19,030,304 | 6,808,708 | 51,578,579 |
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4. Adoption of an amendment to Article IV of the Company’s Restated Certificate of Incorporation to effect an increase in the number of authorized shares of the Company’s common stock. The proposal was approved.
| Shares For |
Shares Against |
Shares Abstained | ||
| 66,038,633 |
40,280,678 | 4,418,644 |
5. Adoption of an amendment to Article IV of the Company’s Restated Certificate of Incorporation to effect a contingent reverse stock split of the Company’s issued and outstanding common stock. The proposal was approved.
| Shares For |
Shares Against |
Shares Abstained | ||
| 80,948,742 |
29,539,092 | 250,121 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Certificate of Amendment to the Restated Certificate of Incorporation of InSite Vision Incorporated. | |
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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.
Date: April 2, 2015
| INSITE VISION INCORPORATED | ||
| By: | /s/ Louis Drapeau | |
| Name: | Louis Drapeau | |
| Title: | Chief Financial Officer | |