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): July 9, 2015
Universal Biosensors, Inc.
(Exact Name of Issuer as Specified in Charter)
| DELAWARE | 000-52607 | 98-0424072 | ||
| (State or Other Jurisdiction of | (Commission | (I.R.S. Employer | ||
| Incorporation or Organization) | File Number) | Identification Number) | ||
| 1 Corporate Avenue, Rowville, 3178, Victoria Australia | Not Applicable | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
+61 3 9213 9000
(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 |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Item 5.07 Submission of Matters to a Vote of Security Holders.
Universal Biosensors, Inc. (the “Company”) held its annual meeting of stockholders on July 9, 2015. At the meeting, the Company’s stockholders (i) re-elected Mr. Andrew Denver to serve as a director of the Company until the 2018 annual meeting of stockholders, or until his successor is duly elected and qualified; (ii) re-elected Ms. Judith Smith to serve as a director of the Company until the 2018 annual meeting of stockholders, or until her successor is duly elected and qualified; (iv) approved the named senior executive compensation; and (v) authorized and approved the grant of 60,000 zero exercise price employee options to acquire shares of common stock (ZEPOs) and 4,347 restricted shares of common stock to the Company’s Chief Executive Officer and director, Paul Wright.
| Proposal No. |
Proposal |
Votes For |
Votes Against |
Abstentions* |
||||||||||
| Proposal 1(a) |
Re-election of Mr. Andrew Denver | 85,687,408 | 3,633,563 | 23,577 | ||||||||||
| Proposal 1(b) |
Re-election of Ms. Judith Smith | 88,094,278 | 870,682 | 379,588 | ||||||||||
| Proposal 2 |
Approval of named Senior Executive Remuneration | 85,937,964 | 2,247,313 | 1,159,271 | ||||||||||
| Proposal 3** |
Grant of Securities to Mr. Paul Wright | 84,345,782 | 3,836,538 | 410,650 | ||||||||||
| * | Note: Under Delaware law, abstentions have the effect of a negative vote with respect to Proposal 2 and Proposal 3. |
| ** | Note: As required by the ASX Listing Rules, the Company disregarded any votes cast with respect to Proposal 3 by any director of the Company (except a director who is ineligible to participate in the Employee Option Plan or Employee Share Plan) and any of their associates. However, the Company did not disregard a vote if it was cast by a person as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form or it was cast by the person chairing the meeting as proxy for a person who is entitled to vote, in accordance with the directions on the proxy form to vote as the proxy decides. |
For each of the matters described above, the Company received no voting instructions with respect to 7,425,691 shares held by institutional investors holding those shares.
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.
| UNIVERSAL BIOSENSORS, INC. | ||||||
| Date: July 9, 2015 | By: | /s/ Paul Wright | ||||
| Name: Paul Wright | ||||||
| Title: Chief Executive Officer | ||||||