UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 8, 2013
OPEXA THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Texas | | 001-33004 | | 76-0333165 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| 2635 Technology Forest Blvd., The Woodlands, Texas | | 77381 |
| (Address of principal executive offices) | | (Zip Code) |
| |
Registrant’s telephone number, including area code: (281) 272-9331 |
| N/A |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
A copy of the Opexa Therapeutics, Inc. Amended and Restated 2010 Stock Incentive Plan which was approved by shareholders at the 2013 Annual Meeting, as described below in Item 5.07, is Exhibit 10.1 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
The Annual Meeting of Shareholders for Opexa Therapeutics, Inc. (“Opexa”) was held on November 8, 2013 (the “Annual Meeting”). Five proposals were submitted to shareholders as described in the 2013 Proxy Statement and were approved by shareholders at the Annual Meeting. The proposals and the results of the shareholder votes are as follows.
| | | | | | | Broker | |
| 1. | | For | | Withheld | | Non-Votes | |
| Proposal to elect four directors | | | | | | | | | |
| for one-year terms: | | | | | | | | | |
| | | | | | | | | | |
| Gail J. Maderis | | 7,152,581 | | 204,297 | | 10,672,518 | | | |
| Michael S. Richman | | 7,130,213 | | 226,665 | | 10,672,518 | | | |
| Scott B. Seaman | | 7,124,455 | | 232,423 | | 10,672,518 | | | |
| Neil K. Warma | | 7,148,193 | | 208,685 | | 10,672,518 | | | |
| | | | | | | | | | |
| | | | | | | | | Broker | |
| 2. | | For | | Against | | Abstain | | Non-Votes | |
| Proposal to approve the Amended | | | | | | | | | |
| and Restated Opexa Therapeutics, | | | | | | | | | |
| Inc. 2010 Stock Incentive Plan | | 6,138,057 | | 1,096,313 | | 122,508 | | 10,672,518 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | Broker | |
| 3. | | For | | Against | | Abstain | | Non-Votes | |
| Proposal to ratify the | | | | | | | | | |
| appointment of MaloneBailey, LLP | | | | | | | | | |
| as independent auditors for the fiscal | | | | | | | | | |
| year ending December 31, 2013 | | 17,314,480 | | 577,160 | | 137,756 | | 0 | |
| | | | | | | | | | |
| | | | | | | | | | |
| | | | | | | | | Broker | |
| 4. | | For | | Against | | Abstain | | Non-Votes | |
| Proposal to approve, on an advisory | | | | | | | | | |
| Basis, the compensation of the | | | | | | | | | |
| Company’s Named Executive | | | | | | | | | |
| Officers | | 6,368,743 | | 854,191 | | 133,944 | | 10,672,518 | |
| | | | | | | | | | | Broker |
| 5. | | 3 Years | | 2 Years | | 1 Year | | Abstain | | Non-Votes |
| Proposal to vote on the frequency | | | | | | | | | | |
| of future advisory votes on the | | | | | | | | | | |
| compensation of the Company’s | | | | | | | | | | |
| Named Executive Officers | | 4,060,173 | | 2,003,494 | | 1,008,249 | | 284,962 | | 10,672,518 |
After consideration of the outcome for shareholder voting with respect to the frequency of future advisory votes on the compensation of the Company’s Named Executive Officers, the Board of Directors has decided to solicit future shareholder advisory votes on such compensation every three years, in accordance with the frequency which received the highest number of votes at the Annual Meeting as described above.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibit is filed as part of this Current Report on Form 8-K:
| Exhibit No. | Description |
| 10.1 | Opexa Therapeutics, Inc. Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed October 3, 2013). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Dated: November 11, 2013 | OPEXA THERAPEUTICS, INC. | |
| | | | |
| | By: | /s/ Neil K. Warma | |
| | | Neil K. Warma | |
| | | President & Chief Executive Officer | |
| | | | |
| Exhibit No. | Description |
| 10.1 | Opexa Therapeutics, Inc. Amended and Restated 2010 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed October 3, 2013). |
