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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): June 9, 2016

Asterias Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

6300 Dumbarton Circle

Fremont, CA 94555

(Address of principal executive offices)

 

(510) 456-3800

(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))

 

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Item 5.07

Submission of Matters to a Vote of Security Holders.

 

On June  9, 2016, Asterias Biotherapeutics, Inc. (the "Company") held its 2016 annual meeting of stockholders (the "Annual Meeting").  The following matters were voted on by the stockholders at the Annual Meeting: (i) the election of nine directors, (ii) the amendments to the 2013 Equity Incentive Plan (the "Plan"), including an increase in the number of shares of the Company's Series A common stock ("Common Stock")  issuable under the plan to 11.0 million shares, an increase of 3.0 million shares, (iii) the ratification of the appointment of OUM & Co. LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2016 and (iv) the advisory vote regarding compensation of the Company's Named Executive Officers.

 

As of the record date of May 3, 2016, there was a total of 38,683,975 shares of Common Stock outstanding and entitled to vote at the meeting.  The holders of 34,519,077 shares of Common Stock executed and delivered valid proxies at the annual meeting, which were duly voted at the Annual Meeting. The results of the stockholder votes are as follows:

 

Election of Directors

Each of the following directors was elected by the following vote:

 

Amendments to the Plan

 

The amendments to the Plan were approved by the following vote:

 

Ratification of OUM & Co. LLP as the Company’s independent registered public accountants

 

OUM & Co. LLP as the Company’s independent registered public accountants was approved by the following vote:

 

 

Advisory vote regarding compensation of the Company's Named Executive Officers

 

The compensation of the Company's Named Executive Officers was approved by the following vote:

 

 

 

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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