ARGOS THERAPEUTICS, INC. (NASDAQ:ARGS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2017 Annual Meeting of Stockholders of Argos Therapeutics, Inc. (the “Company”) held on July 28, 2017 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2014 Stock Incentive Plan (the “2014 Plan”). The Plan Amendment amends Section 4(a)(1) of the 2014 Plan by increasing the number of shares of common stock authorized for issuance under the 2014 Plan by 6,000,000 shares and by increasing the maximum number of shares that automatically may be added to the 2014 Plan on the first day of each fiscal year until the fiscal year ending December 31, 2024 by 2,690,977 shares. Specifically, the Plan Amendment provides that Section 4(a)(1) of the 2014 Plan is amended such that the total number of shares of common stock authorized for issuance under the 2014 Plan is equal to the sum of:
(A)11,611,506 shares of common stock; plus
(B)an annual increase to be added on the first day of each of the fiscal year, beginning with the fiscal year ending December31, 2018 and continuing each fiscal year until, and including, the fiscal year ending December31, 2024, equal to the lowest of (i)5,000,000 shares of common stock, (ii)four percent (4%)of the outstanding shares of common stock on such date or (iii)an amount determined by the Board of Directors (the “Board”).
The Plan Amendment was approved by the Company’s Board on June 14, 2017, subject to stockholder approval.
The foregoing brief description of the 2014 Plan, as amended by the Plan Amendment, is qualified in its entirety by reference to the complete text of the 2014 Plan, as amended by the Plan Amendment, a copy of which is attached hereto as Exhibit10.1, which is incorporated herein by reference.
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Item 5.02 |
Submission of Matters to a Vote of Security Holders |
The Company held its Annual Meeting on July 28, 2017. The following is a summary of the matters voted on at that meeting.
| a) | The stockholders of the Company elected Jeffrey D. Abbey and Irackly Mtibelishvily as class III directors, each for a three-year term expiring at the annual meeting of stockholders to be held in 2020, or until his successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of class III directors were as follows: |
|
Name |
Votes For | Votes Withheld | BrokerNon- Votes |
| Jeffrey D. Abbey | 18,950,765 | 430,696 | 12,054,566 |
| Irackly Mtibelishvily | 19,138,759 | 242,702 | 12,054,566 |
| b) | The stockholders of the Company ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017. The results of the stockholders’ vote with respect to the ratification of such appointment were as follows: |
|
For |
Against |
Abstain |
BrokerNon-Votes |
| 30,157,790 | 1,058,240 | 219,997 | 0 |
| c) | The stockholders of the Company approved an amendment to the Company’s 2014 Plan to increase the number of shares of common stock authorized for issuance under the 2014 Plan and to modify the “evergreen” provision under the 2014 Plan. The results of the stockholders’ vote with respect to the approval of the amendment to the Company’s 2014 Plan were as follows: |
|
For |
Against |
Abstain |
BrokerNon-Votes |
| 18,323,227 | 1,006,765 | 51,469 | 12,054,566 |
| d) | The stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, by a ratio of not less than 1-for-5 and not more than 1-for-20, such ratio and the implementation and timing of such reverse stock split to be determined in the discretion of the Company’s Board. The results of the stockholders’ vote with respect to approval of the amendment to the Company’s Restated Certificate of Incorporation were as follows: |
|
For |
Against |
Abstain |
BrokerNon-Votes |
| 28,303,238 | 2,813,687 | 319,102 |
ARGOS THERAPEUTICS INC ExhibitEX-10.1 2 exh_101.htm EXHIBIT 10.1 Exhibit 10.1 ARGOS THERAPEUTICS,…To view the full exhibit click here
About ARGOS THERAPEUTICS, INC. (NASDAQ:ARGS)
Argos Therapeutics, Inc. (Argos) is an immuno-oncology company. The Company is focused on the development and commercialization of individualized immunotherapies for the treatment of cancer and infectious diseases based on its technology platform called Arcelis. The Company’s Arcelis technology platform utilizes biological components from a patient’s own cancer cells or virus to generate individualized immunotherapies. The Company is engaged in the development of AGS-003 for the treatment of metastatic renal cell carcinoma (mRCC), and other cancers. It is conducting a pivotal Phase III clinical trial of AGS-003 plus sunitinib or another targeted therapy for the treatment of newly diagnosed mRCC under a special protocol assessment (SPA). It is engaged in the development of AGS-004 for the treatment of Human Immunodeficiency Virus (HIV). It has conducted over three clinical trials of AGS-004, including a Phase IIb clinical trial, Phase IIa clinical trial and Phase I clinical trial.