VICAL INCORPORATED (NASDAQ:VICL) 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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(c)
On May 25, 2017, the Board of Directors (the Board) of Vical
Incorporated (the Company) appointed Anthony A. Ramos, the
Companys Chief Accounting Officer, to be the Companys Chief
Financial Officer. In his role as Chief Financial Officer,
Mr.Ramos will also serve as the Companys principal financial
officer and principal accounting officer, replacing Vijay B.
Samant as the Companys principal financial officer.
Mr. Ramos, age 50, has served as the Companys Chief Accounting
Officer since July 2010 and as the Companys Corporate Controller
from February 2005 to July 2010. From January 1999 until joining
the Company, Mr. Ramos held various positions at Copper Mountain
Networks, Inc., a publicly held network communications company,
most recently as Vice President of Finance with broad
responsibilities in finance, accounting, treasury, risk
management and corporate governance. From April 1996 until
joining Copper Mountain Networks, Inc., Mr. Ramos served as
Accounting Manager at Viasat, Inc., a publicly held digital
communications company, where he held accounting and financial
reporting responsibilities. From January 1990 until joining
Viasat, Inc., Mr. Ramos served as an audit manager at
PricewaterhouseCoopers LLP, where his clients included life
sciences, computer software and telecommunications companies as
well as government contractors. Mr. Ramos received his bachelors
degree in business administration and accounting from San Diego
State University and is a Certified Public Accountant.
There are no arrangements or understandings between Mr.Ramos and
any other persons to which he was selected as the Companys Chief
Financial Officer, principal financial officer or principal
accounting officer. There are also no family relationships
between Mr.Ramos and any director or executive officer of the
Company and he has no direct or indirect material interest in any
transaction required to be disclosed to Item404(a) of Regulation
S-K.
(e)
On May 25, 2017, the Companys Amended and Restated Stock
Incentive Plan (the Plan) was amended to increase the aggregate
number of shares of the Companys common stock reserved for
issuance under the Plan by 500,000 shares.
The foregoing description of the terms of the amendment to the
Plan does not purport to be complete and is qualified in its
entirety to the full text of the Plan, a copy of which is
attached as Exhibit 99.1 hereto.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 25, 2017, the Companys stockholders approved an amendment
to the Companys Restated Certificate of Incorporation to reduce
the authorized number of shares of the Companys common stock from
160,000,000 shares to 50,000,000 shares. On June 1, 2017, the
Company filed with the Delaware Secretary of State a Certificate
of Amendment to its Restated Certificate of Incorporation to
implement the decrease in the authorized number of shares of the
Companys common stock.
The foregoing description of the terms of the Certificate of
Amendment to the Restated Certificate of Incorporation does not
purport to be complete and is qualified in its entirety to the
full text of the Certificate of Amendment to the Restated
Certificate of Incorporation, a copy of which is attached as
Exhibit 3.1 hereto.
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The following is a brief description of each matter voted upon at
the Companys 2017 Annual Meeting of Stockholders held on May 25,
2017, as well as the number of votes cast for or against each
matter and the number of abstentions and broker non-votes with
respect to each matter.
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The Companys stockholders elected the directors proposed by the Company for re-election to serve until the Companys 2020 Annual Meeting of Stockholders or until his respective successor has been elected and qualified. The tabulation of votes on this matter was as follows: |
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Votes |
| Robert C. Merton | 4,676,387 | 265,079 | 4,112,164 |
| Vijay B. Samant | 4,637,251 | 304,215 | 4,112,164 |
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The Companys stockholders approved an amendment to the Companys Restated Certificate of Incorporation to reduce the authorized number of shares of the Companys common stock from 160,000,000 shares to 50,000,000 shares. The tabulation of votes on this matter was as follows: shares voted for: 7,014,075; shares voted against: 1,482,580; shares abstaining: 556,975; and broker non-votes: 0. |
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The Companys stockholders approved an amendment to the Companys Plan as described in Item 5.02 above. The tabulation of votes on this matter was as follows: shares voted for: 4,365,830; shares voted against: 554,811; shares abstaining: 20,825; and broker non-votes: 4,112,164. |
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The Companys stockholders in an advisory vote approved the compensation of the Companys named executive officers. The tabulation of votes on this matter was as follows: shares voted for: 4,471,413; shares voted against: 439,957; shares abstaining: 30,096; and broker non-votes: 4,112,164. |
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The Companys stockholders in an advisory vote on the preferred frequency of stockholder advisory votes on the compensation paid to the Companys named executive officers preferred the frequency of every year. The tabulation of votes on this matter was as follows: shares voted for one year: 4,241,286; shares voted for two years: 26,082; shares voted for three years: 610,019; and shares abstaining: 64,079. Based on the result of this advisory vote, the Board has determined to hold an advisory vote on the compensation of the Companys named executive officers once every year. |
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The Companys stockholders ratified the selection of Ernst Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2017. The tabulation of votes on this matter was as follows: shares voted for: 8,811,039; shares voted against: 142,602; shares abstaining: 99,989; and broker non-votes: 0. |
| Item 8.01 | Other Events. |
Also on May 25, 2017, the Board appointed Mammen P. Mammen, Jr.,
M.D., the Companys Senior Vice President of Clinical Development,
as an executive officer of the Company.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | Description |
| 3.1 |
Certificate of Amendment to Restated Certificate of Incorporation. |
| 99.1 |
Amended and Restated Stock Incentive Plan of Vical Incorporated. |
About VICAL INCORPORATED (NASDAQ:VICL)
Vical Incorporated researches and develops biopharmaceutical products based on its deoxyribonucleic acid (DNA) delivery technologies for the prevention and treatment of life-threatening diseases. The Company has approximately four active, independent, or partnered development programs in the areas of infectious disease including Phase III clinical trial of ASP0113 for prevention of cytomegalovirus (CMV) reactivation in stem cell transplant recipients and Phase II clinical trial of ASP0113 for prevention of CMV infection in kidney transplant recipients; Phase I/II clinical trial of its therapeutic genital herpes vaccine, designed to reduce viral shedding and genital herpes lesions in herpes simplex virus type 2 (HSV-2) infected patients; an ongoing Phase I program of VL-2397 for invasive fungal infections, and completed preclinical program, with an allowed investigational new drug application (IND) using its CyMVectin prophylactic vaccine formulated with its Vaxfectin adjuvant. VICAL INCORPORATED (NASDAQ:VICL) Recent Trading Information
VICAL INCORPORATED (NASDAQ:VICL) closed its last trading session down -0.04 at 2.43 with 106,721 shares trading hands.
