Immunomedics,Inc. (NASDAQ:IMMU) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 of the Original Report.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The Annual Meeting of Stockholders (the Annual Meeting) for
Immunomedics,Inc. (the Company) was held at the Companys
headquarters, 300 The American Road, Morris Plains, New Jersey,
on Friday, March3, 2017. At the Annual Meeting, the following
matters were submitted to a vote of stockholders:
the election of seven (7)directors to serve for a one-year term
ending at the 2017 Annual Meeting of Stockholders, or until their
respective successors are duly elected and qualified;
the non-binding advisory vote to approve the compensation of the
Companys named executive officers;
the approval of the amendment and restatement of the Companys
certificate of incorporation, as amended, to increase the maximum
number of authorized shares of the Companys capital stock, all
classes, from 165,000,000 shares, consisting of (i)155,000,000
shares of common stock, $0.01 par value per share (Common Stock),
and (ii)10,000,000 shares of preferred stock, $0.01 par value per
share (Preferred Stock), to 205,000,000 shares, consisting of
(A)195,000,000 shares of Common Stock, and (B)10,000,000 shares
of Preferred Stock; and
the ratification of the appointment of KPMG LLP as the Companys
independent registered public accounting firm for the fiscal year
ending June30, 2017.
At the close of business on January24, 2017, the record date for
the determination of stockholders entitled to vote at the Annual
Meeting, there were 106,077,642 shares of the Companys Common
Stock outstanding and entitled to vote at the Annual Meeting. The
holders of 92,533,180 (87.23%) shares of the Companys Common
Stock were represented in person or by proxy at the Annual
Meeting, constituting a quorum.
The matters voted upon at the Annual Meeting and the final
results of the stockholder vote on each matter, as certified by
IVS Associates,Inc. (IVS), the independent inspector of elections
of the Annual meeting, were as follows:
1. With respect to the election of the director nominees for a
one-year term ending at the 2017 Annual Meeting of Stockholders,
based on the final voting results from IVS, the final vote tally
was as follows:
|
Name |
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
||
|
Jason M. Aryeh |
15,407,850 |
7,290,909 |
12,280,526 |
3,669,994 |
|||||
|
Dr.Geoff Cox |
16,016,142 |
6,689,355 |
12,273,788 |
3,669,994 |
|||||
|
Robert Forrester |
15,993,385 |
6,691,827 |
12,294,073 |
3,669,994 |
|||||
|
Dr.David M. Goldenberg |
34,640,217 |
5,154,454 |
294,452 |
3,669,994 |
|||||
|
Brian A. Markison |
31,934,245 |
7,384,719 |
14,348,304 |
3,669,994 |
|||||
|
Bob Oliver |
31,374,181 |
5,481,678 |
12,286,502 |
3,669,994 |
|||||
|
Cynthia L. Sullivan |
34,394,405 |
4,718,741 |
391,045 |
3,669,994 |
|||||
|
Behzad Aghazadeh |
49,118,240 |
213,268 |
26,587 |
3,669,994 |
|||||
|
Scott Canute |
48,949,712 |
381,796 |
26,587 |
3,669,994 |
|||||
|
Peter Barton Hutt |
48,949,712 |
359,356 |
49,027 |
3,669,994 |
|||||
|
Dr.Khalid Islam |
49,167,180 |
164,328 |
26,587 |
3,669,994 |
2. With respect to the non-binding advisory votes with respect
to the approval of the compensation of the Companys named
executive officers, based on the final voting results from IVS,
the final votes were as follows:
|
|
|
|
|
|
|
Broker |
|
|
For |
|
Against |
|
Abstain |
|
Non-Votes |
|
|
33,542,193 |
53,859,218 |
1,461,675 |
3,669,994 |
3. With respect to the approval of the amendment and
restatement of the Companys certificate of incorporation, as
amended, based on the final voting results from IVS, the final
votes were as follows:
|
|
|
|
|
|
|
Broker |
|
|
For |
|
Against |
|
Abstain |
|
Non-Votes |
|
|
47,786,204 |
39,420,716 |
1,600,188 |
3,726,072 |
4. With respect to the ratification of the Companys appointment
of KPMG LLP as the Companys independent registered public
accounting firm for the fiscal year ending June30, 2017, based
on the final voting results from IVS, the final votes were as
follows:
|
For |
|
Against |
|
Abstain |
|
|
|
|
89,991,791 |
1,869,976 |
671,413 |
|
|
|
This was a contested election of directors, the Company did not
enter into a settlement with the contestants and the
contestants did not withdraw their nominations of director
candidates.
Although proposal 4 (the ratification of the Companys
appointment of KPMG LLP as the Companys independent registered
public accounting firm for the fiscal year ending June30, 2017)
received the requisite number of votes for approval, neither
proposal 2 (the non-binding advisory vote with respect to the
approval of the compensation of the Companys named executive
officers) nor proposal 3 (approval of the amendment and
restatement of the Companys certificate of incorporation)
received the requisite number of votes for approval. With
respect to proposal 1, the directors receiving the highest
number of votes were Behzad Aghazadeh, Scott Canute, Peter
Barton Hutt, Dr.Khalid Islam, Dr.David M. Goldenberg, Cynthia
L. Sullivan and Brian A. Markison.
On the same date, board nominees and incumbent directors David
Goldenberg, Brian A. Markison, Robert Forrester, Cynthia L.
Sullivan , Geoffrey Cox and Bob Oliver (collectively, the
Plaintiffs) filed an application with the Delaware Court of
Chancery under Section225 of the Delaware General Corporation
Law to: (i)enter a status quo order recognizing the Plaintiffs
as directors of the Company pending final judgment in a federal
action filed by the Plaintiffs against the Defendants (as
defined below) in the United States District Court for the
District of Delaware on February17, 2017, alleging violations
by Defendants of federal securities laws and regulations; or
(ii)declare under state law that the Plaintiffs are the validly
elected directors of the Company or, alternatively, order a new
election of directors, as well as a status quo order
recognizing the Plaintiffs as directors during the pendency of
the proceeding. Contestant candidates, Behzad Aghazadeh, Scott
Canute, Peter Barton Hutt and Khalid Islam and venBio Select
Advisor LLC were named defendants (collectively, the
Defendants).
About Immunomedics, Inc. (NASDAQ:IMMU)
Immunomedics, Inc. is a clinical-stage biopharmaceutical company. The Company is engaged in developing monoclonal antibody-based products for the targeted treatment of cancer, autoimmune disorders and other serious diseases. Its geographic segments include United States and Europe. Its technologies allow it to create humanized antibodies that can be used either alone in unlabeled or naked form, or conjugated with radioactive isotopes, chemotherapeutics, cytokines or toxins. It has a pipeline of eight clinical-stage product candidates. Its portfolio of investigational products includes antibody-drug conjugates (ADCs) that are designed to deliver a payload of a chemotherapeutic directly to the tumor, while the managing overall toxic effects that are found with conventional administration of these chemotherapy agents. Its ADCs are sacituzumab govitecan (IMMU-132) and labetuzumab govitecan (IMMU-130), which are in Phase II trials. Immunomedics, Inc. (NASDAQ:IMMU) Recent Trading Information
Immunomedics, Inc. (NASDAQ:IMMU) closed its last trading session down -0.02 at 6.24 with 5,966,971 shares trading hands.
