GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
On November 21, 2017, Generex Biotechnology Corporation (the “Company”) held its Annual Meeting of the Company’s Stockholders (the “Meeting”) at 10102 USA Today Way. Miramar, Florida 33025.The following proposals were submitted to the stockholders at the Meeting:
1. | to elect eight directors; |
2. | to approve an amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 2,450,000 shares to 750,000,000 shares; |
3. | to approve an amendment to the Company’s Restated Certificate of Incorporation to change the Company’s name to NuGenerex Biotechnology Holdings, Inc.; |
4. | to approve the adoption of the Company’s 2017 Equity Incentive Plan; |
5. | to approve the adjournment of the Meeting, if necessary, to solicit additional proxies to vote in favor of the proposal set forth in Item 2; |
6. | to ratify the appointment of MNP LLP as the Company’s independent public accountants for the year ending July 31, 2017; and |
7. | to hold a non-binding, advisory vote regarding the frequency of voting on the compensation paid to the Company’s named executive officers. |
Only stockholders of record as of the close of business on September 28, 2017 were entitled to vote at the Meeting.As of that date, 1,065,093 shares of the Company’s common stock were outstanding and entitled to vote at the Meeting.Holders of the Company’s Series I Preferred Stock were entitled to vote on the election of directors (Item 1) and on the proposal to authorize additional shares of common stock (Item 2); however, those holders did not exercise those voting rights at the Meeting. 851,546 shares of common stock of the Company were represented at the Meeting, in person or by proxy, constituting a quorum (80% of the outstanding stock).
The votes with respect to each of the proposals are set forth below.
(1) Elect the Directors of the Company to serve until the 2018 Annual Meeting:
The following nominees were elected as directors of the Company to serve until the 2018 Annual Meeting by the votes indicated below:
Name of Director Nominees | For* | Withheld | Broker Non-Votes |
Joseph Moscato | 285,911 | 28,039 | 537,596 |
Andrew Ro | 288,768 | 25,182 | |
Dr. Gary H. Lyman. | 288,788 | 25,162 | |
Dr. Craig Eagle | 286,309 | 27,641 | |
Dr, James M. Anderson, Jr. | 289,491 | 24,459 | |
Brian T. McGee | 289,244 | 24,706 | |
Kevin Centofanti | 276,743 | 28,207 | |
Lawrence Salvo | 286,445 | 27,505 |
* No votes were cast by the holders of Series I Preferred Stock in respect of the election of directors.
(2) Proposal to amend Certificate of Incorporation to increase the authorized number of shares of Common Stock
The proposal to increase the authorized number of shares of Common Stock was approved as 54.7 % of the outstanding common stock voted in favor of the proposal and a vote of at least 50% of the outstanding common stock in favor of the proposal was required to approve it. There were no broker non-votes on this proposal.
FOR* | AGAINST | ABSTAIN |
582,905 | 194,600 | 4,783 |
*No votes were cast by the holders of the Series I Preferred Stock.
(3) Proposal to amend the Certificate of Incorporation to change the Company’s name to NuGenerex Biotechnology Holdings, Inc.
The proposal to change our name to NuGenerex Biotechnology Holdings, Inc. was approved as 65.67 % of the outstanding common stock voted in favor of the proposal and a vote of at least 50% of the outstanding common stock in favor of the proposal was required to approve it.There were no broker non-votes on this proposal.
FOR | AGAINST | ABSTAIN |
699,517 | 86,993 | 6,105 |
(4) Proposal to Adopt the 2017 Equity Incentive Plan:
The proposal to adopt the 2017 Equity Incentive Plan was approved by the votes indicated below, being 86% of the votes cast at the meeting.
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
212,117 | 36,268 | 7,184 | 537,596 |
(5) Proposal to approve an adjournment if necessary:
The Adjournment Proposal was approved by the following vote.
FOR | AGAINST | ABSTAIN |
622,004 | 144,491 | 26,121 |
(6) Ratification of the appointment of MSCM LLP as the Company’s independent registered public accounting firm for the fiscal year ending July 31, 2017:
The proposal to ratify the appointment of MSCM LLP as the Company’s independent registered public accountant for fiscal year ending July 31, 2017 was approved by the votes indicated below. There were no broker non-votes on this proposal.
FOR | AGAINST | ABSTAIN |
719,091 | 66,874 | 6,650 |
(7) Frequency of Non-Binding Advisory Votes on Executive Compensation:
A frequency of three years for non-binding advisory votes on executive compensation was adopted by 86% of the votes cast at the meeting, with the frequencies of one, two and three years receiving the votes indicated below.
Frequency |
Votes For |
One year | 25,021 |
Two Years | 7,685 |
Three Years. | 208,444 |
Abstain | 12,331 |
Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
99.1Press Release dated November 27, 2017
GENEREX BIOTECHNOLOGY CORP ExhibitEX-99.1 2 exh99_1.htm EXHIBIT 99.1 Exhibit 99.1 Generex Announces Results of Annual Stockholders’ Meeting MIRAMAR,…To view the full exhibit click here
About GENEREX BIOTECHNOLOGY CORPORATION (OTCMKTS:GNBT)
Generex Biotechnology Corporation is a development-stage company. The Company is engaged primarily in the research and development of drug delivery systems and technologies. The Company is focused on its technology for the administration of formulations of large molecule drugs to the oral (buccal) cavity using a hand-held aerosol applicator. Its buccal delivery technology is a platform technology that has application to various large molecule drugs and provides a non-invasive way to administer such drugs. The Company focuses its development efforts on Generex Oral-lyn, an insulin formulation administered as a fine spray into the oral cavity using its hand-held aerosol spray applicator known as RapidMist. Its subsidiary, Antigen Express, Inc., focuses on developing vaccine formulations that work by stimulating the immune system to either attack offending agents, such as cancer cells, bacteria and viruses, or to stop attacking benign elements, such as self proteins and allergens.