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): May 25, 2017

VICAL INCORPORATED
(Exact name of registrant as specified in charter)

Registrant’s telephone number, including area code: (858) 646-1100

Not Applicable.
(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

(c)

On May 25, 2017, the Board of Directors (the “Board”) of Vical Incorporated (the “Company”) appointed Anthony A. Ramos, the Company’s Chief Accounting Officer, to be the Company’s Chief Financial Officer. In his role as Chief Financial Officer, Mr. Ramos will also serve as the Company’s principal financial officer and principal accounting officer, replacing Vijay B. Samant as the Company’s principal financial officer.

Mr. Ramos, age 50, has served as the Company’s Chief Accounting Officer since July 2010 and as the Company’s Corporate Controller from February 2005 to July 2010.  From January 1999 until joining the Company, Mr. Ramos held various positions at Copper Mountain Networks, Inc., a publicly held network communications company, most recently as Vice President of Finance with broad responsibilities in finance, accounting, treasury, risk management and corporate governance. From April 1996 until joining Copper Mountain Networks, Inc., Mr. Ramos served as Accounting Manager at Viasat, Inc., a publicly held digital communications company, where he held accounting and financial reporting responsibilities. From January 1990 until joining Viasat, Inc., Mr. Ramos served as an audit manager at PricewaterhouseCoopers LLP, where his clients included life sciences, computer software and telecommunications companies as well as government contractors. Mr. Ramos received his bachelor’s degree in business administration and accounting from San Diego State University and is a Certified Public Accountant.

There are no arrangements or understandings between Mr. Ramos and any other persons pursuant to which he was selected as the Company’s Chief Financial Officer, principal financial officer or principal accounting officer. There are also no family relationships between Mr. Ramos and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

(e)

On May 25, 2017, the Company’s Amended and Restated Stock Incentive Plan (the “Plan”) was amended to increase the aggregate number of shares of the Company’s common stock reserved for issuance under the Plan by 500,000 shares.

The foregoing description of the terms of the amendment to the Plan does not purport to be complete and is qualified in its entirety to the full text of the Plan, a copy of which is attached as Exhibit 99.1 hereto.

On May 25, 2017, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to reduce the authorized number of shares of the Company’s common stock from 160,000,000 shares to 50,000,000 shares. On June 1, 2017, the Company filed with the Delaware Secretary of State a Certificate of Amendment to its Restated Certificate of Incorporation to implement the decrease in the authorized number of shares of the Company’s common stock.

The foregoing description of the terms of the Certificate of Amendment to the Restated Certificate of Incorporation does not purport to be complete and is qualified in its entirety to the full text of the Certificate of Amendment to the Restated Certificate of Incorporation, a copy of which is attached as Exhibit 3.1 hereto.

The following is a brief description of each matter voted upon at the Company’s 2017 Annual Meeting of Stockholders held on May 25, 2017, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.

Also on May 25, 2017, the Board appointed Mammen P. Mammen, Jr., M.D., the Company’s Senior Vice President of Clinical Development, as an executive officer of the Company.

(d)       Exhibits.

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.

INDEX TO EXHIBITS