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): May 30, 2018

 

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))

 

 

 



 

Item 5.07                   Submission of Matters to a Vote of Security Holders

 

On May 30, 2018, Trovagene, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  A total of 41,988,411 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 27, 2018, as supplemented, are as follows:

 

Proposal 1.  All of the seven (7) nominees for director were elected to serve until the 2019 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. Athena Countouriotis

 

15,845,323

 

0

 

1,756,563

 

24,386,525

 

Gary S. Jacob

 

15,461,661

 

0

 

2,140,225

 

24,386,525

 

Thomas H. Adams

 

15,603,718

 

0

 

1,998,168

 

24,386,525

 

John P. Brancaccio

 

15,419,951

 

0

 

2,181,935

 

24,386,525

 

Dr. Stanley Tennant

 

14,970,722

 

0

 

2,631,164

 

24,386,525

 

Dr. Rodney S. Markin

 

15,092,115

 

0

 

2,509,771

 

24,386,525

 

William Welch

 

15,810,426

 

0

 

1,791,460

 

24,386,525

 

 

Proposal 2. The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2018 was ratified and approved by the stockholders by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

38,745,421

 

2,366,442

 

876,547

 

1

 

 

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 17,500,000 from 9,500,000  was approved by the stockholders by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

12,306,723

 

4,937,732

 

357,431

 

24,386,525

 

 

Proposal 4.   The approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of its issued and outstanding common stock at a specific ratio, within a range of 1-for-3 and 1-for-18, to be determined by our Board of Directors in its sole discretion and effected, if at all, on or before May 30, 2019 was approved by the stockholders by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

30,746,558

 

10,547,267

 

694,580

 

6

 

 

2



 

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:         May 30, 2018

 

 

 

TROVAGENE, INC.

 

 

 

 

 

 

By:

/s/ William J. Welch

 

 

William J. Welch

 

 

Chief Executive Officer

 

3