Dynavax Technologies Corporation (NASDAQ:DVAX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Dynavax Technologies Corporation (NASDAQ:DVAX) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangement of Certain Officers

On June 2, 2017, the stockholders of Dynavax Technologies
Corporation (the “Company”) approved an amendment to the
Company’s 2011 Equity Incentive Plan (the Plan), which, among
other things, increases the aggregate number of shares of common
stock authorized for issuance under the Plan by 1,600,000.A
summary of the Plan is set forth in the Companys definitive proxy
statement (Proxy Statement) on Schedule 14A, filed with the
Securities and Exchange Commission on April 21, 2017.

Item 5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On June 2, 2017, the stockholders of the Company approved an
amendment to the Company’s Sixth Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of the Company’s common stock, par value $0.001 from
69,500,000 shares to 139,000,000 shares. The increase in
authorized shares was effected to a Certificate of Amendment to
the Sixth Amended and Restated Certificate of Incorporation (the
“Certificate of Amendment”), filed with the Secretary of State
of the State of Delaware on June 2, 2017. A copy of the
Certificate of Amendment is attached as Exhibit 3.1 to this
Current Report on Form 8-K and is incorporated into this Item
5.03 by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

On June 2, 2017, the Company held its 2017 Annual Meeting of
Stockholders (the Annual Meeting), at the Company’s executive
office in Berkeley, California.A total of 46,255,134 shares of
the Company’s common stock were entitled to vote as of April 6,
2017, the record date for the Annual Meeting.There were
35,320,421 shares present in person or by proxy at the Annual
Meeting, at which the stockholders were asked to vote on six (6)
proposals.Set forth below are the matters acted upon by the
stockholders, and the final voting results of each such
proposal.The proposals are described in detail in the Companys
Proxy Statement.

Proposal 1. Election of Directors

The stockholders elected Daniel L. Kisner, M.D., Natale (Nat)
Ricciardi and Stanley A. Plotkin, M.D. as Class II Directors of
the Company to hold office until the 2020 Annual Meeting of
Stockholders or until their respective successors are duly
elected and qualified.The voting for each director was as
follows:

Nominee

Votes Cast For

Votes Withheld

Broker Non-Votes

Daniel L. Kisner, M.D.

18,726,107

2,273,971

14,320,343

Natale (Nat) Ricciardi

20,472,917

527,161

14,320,343

Stanley A. Plotkin, M.D.

11,815,736

9,184,342

14,320,343

Proposal 2. Amend and Restate the Dynavax Technologies
Corporation 2011 Equity Incentive Plan

The stockholders approved to amend and restate the Dynavax
Technologies Corporation 2011 Equity Incentive Plan to, among
other things, increase the aggregate number of shares of common
stock authorized for issuance under the plan by 1,600,000.The
votes were as follows:

For

Against

Abstain

Broker Non-Votes

17,499,170

3,394,601

106,307

14,320,343

Proposal 3. Amend the Company’s Sixth Amended and Restated
Certificate of Incorporation

The stockholders approved to amend the Company’s Sixth Amended
and Restated Certificate of Incorporation to increase the
authorized number of shares of common stock from 69,500,000 to
139,000,000. The votes were as follows:

For

Against

Abstain

29,325,262

5,055,309

939,850

Proposal 4. Advisory Vote on Executive Compensation

The stockholders approved, on an advisory basis, the compensation
of the Companys named executive officers, as disclosed in the
Proxy Statement. The votes were as follows:

For

Against

Abstain

Broker Non-Votes

18,252,030

2,590,758

157,290

14,320,343

Proposal 5. Advisory Vote on the Frequency of Solicitation of
Advisory Stockholder Approval of Executive Compensation

The stockholders approved, on an advisory basis, the preferred
frequency of stockholder advisory votes on the compensation of
the Companys named executive officers to occur once every one
year as recommended by the Board of Directors. The votes were as
follows:

Every three years

Every two years

Every year

Abstain

1,802,232

86,477

18,971,572

139,797

Based on the Boards recommendation in the Proxy Statement, the
voting results on this matter and the Boards consideration of the
appropriate voting frequency for the Company at this time, the
Board resolved that the Company will hold an advisory vote on the
compensation of named executive officers every year.

Proposal 6. Ratification of Selection of Independent Registered
Public Accounting Firm

The stockholders ratified the selection of Ernst Young LLP by the
Audit Committee of the Board of Directors as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2017.The votes were as follows:

For

Against

Abstain

32,714,925

2,329,985

275,511

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibit is filed herewith:

3.1 Certificate of Amendment to the Sixth Amended and Restated
Certificate of Incorporation.


About Dynavax Technologies Corporation (NASDAQ:DVAX)

Dynavax Technologies Corporation (Dynavax) is a clinical-stage biopharmaceutical company. The Company uses toll-like receptor (TLR) biology to discover and develop vaccines and therapeutics. Its development programs are focused on vaccines and cancer immunotherapy. The Company’s lead vaccine product candidate is HEPLISAV-B, an investigational adult hepatitis B vaccine, which combines its TLR9 agonist adjuvant and recombinant hepatitis B surface antigen (rHBsAg). Its lead cancer immunotherapy candidate is SD-101, a C Class CpG TLR9 agonist is selected for characteristics optimal for treatment of cancer, including high interferon induction. Its SD-101 clinical program is intended to assess the preliminary efficacy of SD-101 in a range of tumors and in combination with a range of treatments. Its advanced inflammatory disease candidate is AZD1419. Its pipeline of product candidates for cancer immunotherapy includes DV281 and CpG-Nanoparticles, which are in the preclinical stage.

Dynavax Technologies Corporation (NASDAQ:DVAX) Recent Trading Information

Dynavax Technologies Corporation (NASDAQ:DVAX) closed its last trading session up +0.25 at 5.90 with 675,890 shares trading hands.