TONIX PHARMACEUTICALS HOLDING CORP. (NASDAQ:TNXP) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Item 5.03.
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 16, 2017, Tonix Pharmaceuticals Holding Corp. (the
Company) filed a Certificate of Amendment to its Articles of
Incorporation, as amended, with the Secretary of State of the
State of Nevada to increase the number of authorized shares of
the Companys common stock from 15,000,000 to 150,000,000 shares
(the Charter Amendment).
As disclosed in Item 5.07 of this Current Report on Form 8-K, the
Charter Amendment was approved by the Companys shareholders at
the 2017 annual meeting of shareholders held on June 16, 2017.
The foregoing description of the Charter Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Charter Amendment, a copy of
which is filed as Exhibit 3.1 to this Current Report on Form 8-K
and incorporated in this Item 5.03 by reference.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On June 16, 2017, the Company held its annual meeting of
shareholders, at which the Companys shareholders approved four
proposals and did not approve three proposals. Shareholders
representing 5,636,028 shares, or 75.3%, of the common shares
outstanding as of the April 24, 2017 record date were present in
person or were represented at the meeting by proxy.The proposals
are described in detail in the Companys proxy statement filed
with the Securities and Exchange Commission on May 2, 2017 to
Section 14(a) of the Securities Exchange Act of 1934, as amended.
Proposal 1
The Companys shareholders elected eight individuals to the Board
of Directors as set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Seth Lederman | 2,731,545 | 348,635 | 2,555,848 | |||||||||
| Stuart Davidson | 2,733,845 | 346,335 | 2,555,848 | |||||||||
| Patrick Grace | 2,733,845 | 346,335 | 2,555,848 | |||||||||
| Donald W. Landry | 2,733,845 | 346,335 | 2,555,848 | |||||||||
| Ernest Mario | 2,734,075 | 346,105 | 2,555,848 | |||||||||
| Charles E. Mather IV | 2,733,445 | 346,735 | 2,555,848 | |||||||||
| John Rhodes | 2,733,645 | 346,535 | 2,555,848 | |||||||||
| Samuel Saks | 2,733,445 | 346,735 | 2,555,848 | |||||||||
Proposal 2
The Companys shareholders ratified the appointment of EisnerAmper
LLP as the Companys independent registered public accounting firm
for the fiscal year ending December 31, 2017, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 5,567,796 | 34,250 | 33,982 | ||||||||||||
Proposal 3
The Companys shareholders approved the Tonix Pharmaceuticals
Holding Corp. 2017 Stock Incentive Plan, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 2,861,682 | 167,356 | 51,142 | 2,555,848 | |||||||||||
Proposal 4
The Companys shareholders approved an amendment to the Companys
Articles of Incorporation to increase the Companys authorized
shares of common stock from 15,000,000 to 150,000,000:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 4,354,747 | 1,233,377 | 47,902 | ||||||||||||
Proposal 5
The Companys shareholders did not approve an amendment to the
Companys Articles of Incorporation to increase the maximum size
of the board of directors:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 2,921,472 | 135,437 | 23,271 | 2,555,848 | |||||||||||
Proposal 6
The Companys shareholders did not approve an amendment to the
Companys Articles of Incorporation to clarify that, to the
fullest extent permitted by Nevada law, our directors or officers
shall not be personally liable to us or our shareholders for
damages for breach of such directors or officers fiduciary duty:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 2,789,758 | 272,007 | 18,415 | 2,555,848 | |||||||||||
Proposal 7
The Companys shareholders did not approve an amendment to the
Companys Articles of Incorporation to clarify that advancement of
expenses is required in connection with any indemnification
claim:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 2,904,847 | 142,934 | 32,399 | 2,555,848 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 3.1 |
Certificate of Amendment to Tonix Pharmaceuticals Holding Corp.s Articles of Incorporation, as amended, filed with the Secretary of State of the State of Nevada on June 16, 2017 |