UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 7, 2017
ATHERSYS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 001-33876 | 20-4864095 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 3201 Carnegie Avenue, Cleveland, Ohio |
44115-2634 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (216) 431-9900
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 (see General Instruction A.2. below):
| ☐ | 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)) |
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. ☐
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
Athersys, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 7, 2017. Set forth below are the voting results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting.
Proposal One – Election of Directors.
All nominees for election to the Company’s Board of Directors named in the Company’s proxy statement filed with the Securities and Exchange Commission on April 28, 2017 were elected, each to a one-year term, with the following vote:
| Shares Voted For | Shares Withheld | Broker Non-Votes | ||||||||||
| Gil Van Bokkelen |
36,550,799 | 1,428,451 | 52,329,759 | |||||||||
| John J. Harrington |
36,121,223 | 1,858,027 | 52,329,759 | |||||||||
| Lee E. Babiss |
35,427,273 | 2,551,977 | 52,329,759 | |||||||||
| Jordan S. Davis |
34,058,926 | 3,920,324 | 52,329,759 | |||||||||
| Ismail Kola |
36,269,117 | 1,710,133 | 52,329,759 | |||||||||
| Lorin J. Randall |
36,311,330 | 1,667,920 | 52,329,759 | |||||||||
| Jack L. Wyszomierski |
36,228,278 | 1,750,972 | 52,329,759 | |||||||||
Proposal Two – Ratification of the Appointment of the Company’s Independent Auditors.
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 with the following vote:
| For |
Against |
Abstain | ||
| 89,618,567 |
424,262 | 266,180 |
Proposal Three – Approval of an Amendment to the Athersys, Inc. Certificate of Incorporation (the “Amendment”) to increase the number of authorized shares of common stock.
The Company’s stockholders approved the Amendment with the following vote:
| For |
Against |
Abstain | ||
| 62,970,788 |
26,210,169 | 1,128,052 |
Proposal Four – Advisory Vote on Named Executive Officer Compensation.
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers with the following vote:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 29,607,478 |
7,996,887 | 374,885 | 52,329,759 |
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.
| ATHERSYS, INC. | ||
| By: |
/s/ Laura K. Campbell | |
| Laura K. Campbell | ||
| Senior Vice President of Finance | ||
Date: June 9, 2017