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): May 7, 2015
INTERNATIONAL STEM CELL CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 000-51891 | 20-4494098 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
5950 Priestly Drive, Carlsbad, CA 92008
(Address of principal executive offices, including zip code)
(760) 940-6383
(Registrant’s telephone number, including area code)
(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 CAR 240.13e-4(c)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting of Stockholders on May 7, 2015. The stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement dated March 30, 2015.
| Proposal 1: | Election of five directors to hold office until the 2016 Annual Meeting: |
| A. | Directors elected by holders of Series D Preferred Stock. |
| FOR | WITHHELD | |||||||
| Andrey Semechkin |
95,982,143 | 0 | ||||||
| Ruslan Semechkin |
95,982,143 | 0 | ||||||
| B. | Directors elected by holders of all shares of stock. |
| FOR | WITHHELD | |||||||
| Donald A. Wright |
207,630,919 | 2,495,683 | ||||||
| Paul V. Maier |
207,659,273 | 2,467,329 | ||||||
| Charles J. Casamento |
207,659,555 | 2,467,047 | ||||||
Broker Non-Votes: 150,131,949
All of the foregoing candidates were elected.
| Proposal 2: | Ratification of the selection of Mayer Hoffman McCann, P.C., as the Company’s independent public accountants for the Company’s fiscal year ending December 31, 2015 (shares of common stock and all classes of preferred stock voting together): |
| FOR |
AGAINST | ABSTAIN | ||
| 307,854,209 | 7,756,708 | 1,867,349 |
Broker Non-Votes: none
The foregoing proposal was approved.
| Proposal 3: | Approval, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement (shares of common stock and all classes of preferred stock voting together): |
| FOR |
AGAINST | ABSTAIN | ||
| 202,726,613 | 5,549,980 | 1,857,009 |
Broker Non-Votes: 150,124,949
The foregoing proposal was approved.
| Proposal 4: | Approval of amendments to the Company’s 2010 Equity Participation Plan (shares of common stock and all classes of preferred stock voting together): |
| FOR |
AGAINST | ABSTAIN | ||
| 202,210,902 | 6,211,601 | 1,670,440 |
Broker Non-Votes: 150,165,608
The foregoing proposal was approved.
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.
| International Stem Cell Corporation | ||
| By: | /s/ Jay Novak | |
| Jay Novak | ||
| Chief Financial Officer | ||
Dated: May 8, 2015