Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item 5.07 of this report, on June 18, 2020, the stockholders of TG Therapeutics, Inc. (the “Company” or “TG”) voted at the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”) to approve an amendment (the “Plan Amendment”) to the Company’s Amended and Restated 2012 Stock Incentive Plan (the “Incentive Plan”) to increase the shares of common stock available for issuance under the Incentive Plan by 8,000,000 shares from 18,000,000 to 26,000,000 and to remove a provision indicating that no incentive stock options may be issued under the Incentive Plan after the tenth anniversary of the original effective date of the Incentive Plan.
The Company’s Board of Directors approved the Plan Amendment on April 24, 2020, subject to stockholder approval at the 2020 Annual Meeting. The Plan Amendment became effective at the time of stockholder approval.
A copy of the Plan Amendment is filed as Exhibit 10.1 to this report and is incorporated by reference in this Item 5.02. The material terms of the 2012 Incentive Plan as so amended are described in the Company’s definitive proxy statement on Schedule 14A for the 2020 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2020.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its 2020 Annual Meeting on Thursday, June 18, 2020 at 9:30 a.m. Eastern Time by means of an online meeting platform. Stockholders representing 91,997,546, or 83.5%, of the 110,167,984 outstanding shares were present in person or by proxy, constituting a quorum. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. At the 2020 Annual Meeting, Proposals 1, 2, and 3 were approved, while Proposal 4 was not approved. The four proposals below are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2020 Annual Meeting filed with the SEC on April 29, 2020.
The results are as follows:
Proposal 1
The votes with respect to the election of the seven directors to hold office until the 2021 annual meeting were as follows:
| | | | | |
Director | Votes For | % Voted For | Votes Withheld | % Voted
Withheld | Broker Non-
Votes |
Michael S. Weiss | 55,214,471 | 83.82% | 10,660,647 | 16.18% | 26,122,428 |
Laurence N. Charney | 40,375,498 | 61.29% | 25,499,620 | 38.71% | 26,122,428 |
Yann Echelard | 47,511,930 | 72.12% | 18,363,188 | 27.88% | 26,122,428 |
Kenneth Hoberman | 44,233,278 | 67.15% | 21,641,840 | 32.85% | 26,122,428 |
Daniel Hume | 47,531,072 | 72.15% | 18,344,046 | 27.85% | 26,122,428 |
William J. Kennedy | 42,910,401 | 65.14% | 22,964,717 | 34.86% | 26,122,428 |
Sagar Lonial, MD | 60,913,501 | 92.47% | 4,961,617 | 7.53% | 26,122,428 |
