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 13, 2017

 

Trovagene, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

 001-35558

 

27-2004382

(State or other jurisdiction

 

 (Commission File

 

IRS Employer

of incorporation or organization)

 

Number)

 

Identification No.)

 

11055 Flintkote Avenue

San Diego, CA 92121

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (858) 952-7570

 

 

(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:

 

o    Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o    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 o

 

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. o

 

 

 



 

Item 5.07                   Submission of Matters to a Vote of Security Holders

 

On June 13, 2017, Trovagene, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  A total of 19,083,668 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 28, 2017, as supplemented, are as follows:

 

Proposal 1.  All of the seven (7) nominees for director were elected to serve until the 2018 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the seven (7) directors was as follows:

 

Directors

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

Dr. Paul Billings

 

3,491,600

 

0

 

2,172,667

 

13,419,401

 

Gary S. Jacob

 

4,750,547

 

0

 

913,720

 

13,419,401

 

Thomas H. Adams

 

5,113,404

 

0

 

550,863

 

13,419,401

 

John P. Brancaccio

 

5,026,165

 

0

 

638,102

 

13,419,401

 

Dr. Stanley Tennant

 

4,598,701

 

0

 

1,065,566

 

13,419,401

 

Dr. Rodney S. Markin

 

3,834,836

 

0

 

1,829,431

 

13,419,401

 

William Welch

 

5,034,443

 

0

 

629,824

 

13,419,401

 

 

Proposal 2. The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2017 was ratified and approved by the stockholders by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

17,447,511

 

1,435,542

 

200,615

 

0

 

 

Proposal 3.  The adoption of an amendment to the Company’s 2014 Equity Incentive  Plan to increase the number of shares of common stock reserved for issuance thereunder to 9,500,000 from 7,500,000  was not approved by the stockholders by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

3,389,123

 

2,234,629

 

40,515

 

13,419,401

 

 

SIGNATURE

 

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.

 

Dated:         June 13, 2017

 

 

TROVAGENE, INC.

 

 

 

 

 

By:

/s/ William J. Welch

 

 

William J. Welch

 

 

Chief Executive Officer

 

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