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
Asterias Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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001-36646
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46-1047971
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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230 Constitution Drive
Menlo Park, California 94025
(Address of principal executive offices)
(650) 433-2900
(Registrant's telephone number, including area code)
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 5.07 Submission of Matters to a Vote of Security Holders.
On July 9, 2015, Asterias Biotherapeutics, Inc. (the "Company") held its 2015 annual meeting of stockholders (the "Annual Meeting"). The following matters were voted on by the stockholders at the Annual Meeting: (i) the re-election of eight directors and (ii) the amendment to the 2013 Equity Incentive Plan ("Plan") to increase the number of shares of the Company's Series A common stock ("Common Stock") issuable under the Plan to 8.0 million shares, an increase of 3.5 million shares.
As of the record date of June 5, 2015, there was a total of 37,527,161 shares of Common Stock outstanding and entitled to vote at the meeting. The holders of 26,902,421 shares executed and delivered valid proxies at the annual meeting, which were duly voted thereat. The results of the stockholder votes are as follows:
Election of Directors
Each of the following directors was elected by the following vote:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Vote
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Alfred D. Kingsley
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26,250,596
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651,825
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-
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Andrew Arno
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26,859,719
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42,702
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-
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Richard T. LeBuhn
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26,859,541
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42,880
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-
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Pedro Lichtinger
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26,257,647
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644,774
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-
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Robert W. Peabody
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26,256,816
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645,605
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-
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Natale S. Ricciardi
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26,859,673
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42,748
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-
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Judith Segall
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26,256,199
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646,222
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-
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Michael D. West
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26,260,215
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642,206
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-
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Increase of the number of shares issuable under the Plan
The amendment to increase the number of shares of Common Stock issuable under the Plan to 8.0 million shares, an increase of 3.5 million shares, was approved by the following vote:
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Votes For
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Votes Against
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Votes Abstained
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Broker Non-Vote
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26,721,941
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166,085
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14,395
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-
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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.
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ASTERIAS BIOTHERAPEUTICS, INC.
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Date: July 14, 2015
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By:
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/s/ Robert W. Peabody
Chief Financial Officer
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