Brainstorm Cell Therapeutics Inc. (NASDAQ:BCLI) 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 2018 Annual Meeting of Stockholders of Brainstorm Cell Therapeutics Inc. (the “Company”), held on November 29, 2018, the Company’s stockholders approved amendments (the “Amendments”) to the Company’s 2014 Stock Incentive Plan and the Company’s 2014 Global Share Option Plan (together, the “Plans”) to increase the shared pool of shares available for issuance under the Company’s current equity plans by 1,800,000 additional shares (from 2,200,000 to 4,000,000 shares) of Company Common Stock. The Amendments were approved by the Company’s Board of Directors on October 3, 2018, subject to the approval of the Company’s stockholders, and became effective upon the November 29, 2018 stockholders’ approval.
A more complete description of the terms of the Plans and the Amendments can be found in the description of Proposal No.4 (pages 11 through 22) in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on October 10, 2018. The foregoing descriptions of the Amendments are qualified in their entirety by reference to the Amendments, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this report and incorporated herein by reference.
Item 5.02. Submission of Matters to a Vote of Security Holders.
The 2018 Annual Meeting of Stockholders of the Company was held on November 29, 2018 at 3 University Plaza Drive, Suite 320, Hackensack, NJ 07601. The following actions were taken at the Annual Meeting:
1. The six nominees (listed below) for election to the Company’s Board of Directors were elected to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal, based upon the following votes:
| Votes For | Votes Withheld | Votes Against | Abstentions | Broker Non-Votes | |
| Dr. Irit Arbel | 4,311,645 | 495,446 | N/A | N/A | 9,511,051 |
| Dr. June S. Almenoff | 4,759,215 | 47,876 | N/A | N/A | 9,511,051 |
| Dr. Anthony Polverino | 4,756,365 | 50,726 | N/A | N/A | 9,511,051 |
| Chen Schor | 4,071,223 | 735,868 | N/A | N/A | 9,511,051 |
| Malcolm Taub | 4,298,657 | 508,434 | N/A | N/A | 9,511,051 |
| Uri Yablonka | 4,742,716 | 64,375 | N/A | N/A | 9,511,051 |
2. The proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers was approved based upon the following votes:
| Votes For | Votes Withheld | Votes Against | Abstentions | Broker Non-Votes |
| 4,606,260 | N/A | 93,794 | 107,037 | 9,511,051 |
3. The proposal to approve on a non-binding advisory basis, the frequency of holding future stockholder votes regarding the compensation of the Company’s named executive officers was approved, based upon the following votes:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes |
| 1,009,336 | 566,849 | 3,154,004 | 76,902 | N/A |
Consistent with the recommendation of the Company’s Board of Directors to stockholders that future stockholder votes on executive compensation occur every three years, and in light of the Proposal 3 voting results, the Company has determined that it will hold an advisory vote on the compensation of named executive officers every three years.
4. The proposal to approve amendments to the Company’s 2014 Stock Incentive Plan and the Company’s 2014 Global Share Option Plan to increase the shared pool of shares available for issuance under the Company’s current equity plans by 1,800,000 additional shares (from 2,200,000 to 4,000,000 shares) of Company Common Stock was approved, based upon the following votes:
| Votes For | Votes Withheld | Votes Against | Abstentions | Broker Non-Votes |
| 3,339,222 | N/A | 1,020,488 | 447,381 | 9,511,051 |
5. The proposal to ratify the appointment of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu Limited, as the Company’s independent registered public accounting firm for the Company’s current fiscal year was approved, based upon the following votes:
| Votes For | Votes Withheld | Votes Against | Abstentions | Broker Non-Votes |
| 13,867,184 | N/A | 201,935 | 249,023 | N/A |
Item 5.02. Financial Statements and Exhibits.
(d) Exhibits
BRAINSTORM CELL THERAPEUTICS INC. ExhibitEX-10.1 2 tv508229_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 BRAINSTORM CELL THERAPEUTICS INC. AMENDMENT NO. 2 TO 2014 STOCK INCENTIVE PLAN The 2014 Stock Incentive Plan (the “Plan”) of Brainstorm Cell Therapeutics Inc.,…To view the full exhibit click here
About Brainstorm Cell Therapeutics Inc. (NASDAQ:BCLI)
Brainstorm Cell Therapeutics Inc. is a biotechnology company. The Company is engaged in developing adult stem cell therapies for debilitating neurodegenerative disorders, such as Amyotrophic Lateral Sclerosis (ALS, also known as Lou Gehrig’s disease), Multiple Sclerosis (MS) and Parkinson’s disease (PD), among others. Its subsidiary, Brainstorm Cell Therapeutics Ltd. (the Israeli Subsidiary), holds rights to commercialize the technology, NurOwn. NurOwn is in clinical development for the treatment of ALS. The Company has completed over two clinical trials of NurOwn in patients with ALS at Hadassah Medical Center (Hadassah). The first study, a Phase I/II safety and efficacy study of NurOwn in ALS patients administered either intramuscularly or intrathecally. The Company conducted Phase IIa combined (intramuscular and intrathecal) treatment, dose-escalating trial. It had completed treatment of over 10 patients in its ALS Phase IIa NurOwn dose-escalating clinical trial.
