BIODELIVERY SCIENCES INTERNATIONAL INC - FORM 8-K - July 24, 2020

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EX-3.2 - EX-3.2 - BIODELIVERY SCIENCES INTERNATIONAL INCbdsi-charteramendment7.htm
EX-3.1 - EX-3.1 - BIODELIVERY SCIENCES INTERNATIONAL INCbdsi-formofcertificate.htm

 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 8-K
 CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 24, 2020 (July 23, 2020)
 BioDelivery Sciences International, Inc.
(Exact name of registrant as specified in its charter)
  
Delaware 001-31361 35-2089858
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
4131 ParkLake Ave., Suite #225
Raleigh, NC
 27612
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: 919-582-9050
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 to 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))
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 5.03Amendments to Articles of Incorporation or Bylaws.
As noted in Item 5.07 below, on July 23, 2020, the stockholders of BioDelivery Sciences International, Inc. (the “Company”) approved the ratification of the declassification of the Board of Directors and the implementation of a majority voting standard for the election of directors, including the filing and effectiveness of amendments to the Company’s Certificate of Incorporation filed with the Delaware Secretary of State on August 6, 2018. On July 23, 2020, the Company filed a Certificate of Validation with the Delaware Secretary of State. The form of Certificate of Validation filed with the Secretary of State of Delaware is attached hereto as Exhibit 3.1.

Also on July 23, 2020, the stockholders of the Company approved an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from 175,000,000 shares to 235,000,000 shares. A copy of the Certificate of Amendment to the Company’s Certificate of Incorporation reflecting the foregoing amendment filed with the Secretary of the State of Delaware is attached hereto as Exhibit 3.2.

Item 5.07Submission of Matters to a Vote of Security Holders.
On July 23, 2020, the Company held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on June 17, 2020, with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) entitled to vote at the Annual Meeting was 100,165,431. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 87,077,124, thus establishing a quorum for the Annual Meeting. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and the director nominees were elected. The voting results reported below are final.
The following is a tabulation of the voting on the proposals presented at the Annual Meeting:

Proposal 1: To adopt the ratification of the declassification of the Board of Directors and the implementation of a majority voting standard for the election of directors, including the filing and effectiveness of amendments to the Company’s Certificate of Incorporation filed with the Delaware Secretary of State on August 6, 2018, which proposal, if approved, will result in the declassification of the Board and the implementation of the majority voting standard for the election of directors effective retroactive to August 6, 2018.
Shares Voted For Shares Against Shares Abstaining Broker Non-Votes
71,021,040 951,388 86,021 15,018,675

Proposal 2: To elect Peter S. Greenleaf, Todd C. Davis, Mark A. Sirgo, Kevin Kotler, W. Mark Watson, Vanila Singh and Jeffrey Bailey as directors to the Board of Directors (the “Board”), each to hold office until the 2021 annual meeting of the Company and until his or her successor shall have been duly elected and qualified or until his or her earlier resignation or removal.
Nominees For Nominee Withhold Authority for Nominee Broker Non-Votes
Peter S. Greenleaf 58,899,846 108,701 15,018,675
Todd C. Davis 70,658,952 117,001 15,018,675
Mark A. Sirgo 
70,534,620
 116,942 15,018,675
Kevin Kotler70,147,841 119,127 15,018,675
W. Mark Watson70,137,325 121,208 15,018,675
Vanila Singh 70,903,384 77,716 15,018,675
Jeffrey Bailey 70,948,268 115,981 15,018,675

Proposal 3: To ratify the appointment by the Audit Committee of the Board of Ernst & Young LLP as the Company’s registered public accounting firm for the fiscal year ending December 31, 2020.
Shares Voted For Shares Against Shares Abstaining Broker Non-Votes
85,445,628
 1,590,195 41,301 -

Proposal 4: To approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s Common Stock from 175,000,000 shares to 235,000,000 shares.
Shares Voted For Shares Against Shares Abstaining Broker Non-Votes
82,502,168
 4,205,017 369,939 -

Based on the foregoing, the ratification of the declassification of the Board of Directors and the implementation of a majority voting standard for the election of directors was adopted. Peter S. Greenleaf, Todd C. Davis, Mark A. Sirgo, Kevin Kotler, W. Mark Watson, Vanila Singh and Jeffrey Bailey were elected as directors, each to hold office until the 2021 annual meeting of the Company and until each such director’s successor shall have been duly elected and qualified or until his or her earlier resignation or removal. Ernst & Young LLP was ratified as the Company’s registered public accounting firm for the fiscal year ending December 31, 2020. The amendment to the Company’s Certificate of Incorporation described in Proposal 4 was approved.
 
Item 9.01Financial Statements and Exhibits.
 
 (d)Exhibits.
 


















SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
July 24, 2020
 BIODELIVERY SCIENCES INTERNATIONAL, INC.
 By:/s/ Mary Theresa Coelho
  Name:Mary Theresa Coelho
  Title:Chief Financial Officer and Treasurer

BIODELIVERY SCIENCES INTERNATIONAL INC Reports