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
August 29, 2017
Date of Report
TAPIMMUNE INC.
(Exact name of registrant as specified in its charter)
Nevada | 001-37939 | 45-4497941 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
5 West Forsyth Street, Suite 200 Jacksonville, FL |
32202 | |
(Address of principal executive offices) | (Zip Code) | |
904-516-5436 | ||
(Issuer's telephone number) |
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. |
(a) The 2017 annual meeting of shareholders of TapImmune Inc. (“TapImmune” or the “Company”) was held on August 29, 2017.
(b) At the 2017 annual meeting, the following proposals were voted on by our shareholders:
PROPOSAL I: Election of Directors.
Dr. Glynn Wilson, Mr. Mark Reddish, Ms. Sherry Grisewood, Mr. David Laskow-Pooley, Mr. Frederick Wasserman and Mr. Joshua Silverman were each re-elected as Directors, to serve until our next annual meeting of shareholders or until their respective successors are elected and qualified or until their earlier resignation, removal from office or death. The votes were as follows:
For | Abstain/ Withheld | Broker Non-Votes | ||||||||||
Dr. Glynn Wilson | 3,378,404 | 148,471 | 3,398,085 | |||||||||
Mark Reddish | 3,465,805 | 61,070 | 3,398,085 | |||||||||
Sherry Grisewood | 3,488,540 | 38,336 | 3,398,084 | |||||||||
David Laskow-Pooley | 3,487,548 | 51,104 | 3,386,398 | |||||||||
Frederick Wasserman | 3,487,531 | 39,344 | 3,398,085 | |||||||||
Joshua Silverman | 3,501,702 | 25,173 | 3,398,085 |
PROPOSAL II: To conduct a non-binding advisory vote on executive compensation. The votes were as follows:
FOR | 3,375,420 | |||
AGAINST | 133,768 | |||
ABSTAIN/WITHHELD | 17,687 | |||
BROKER NON-VOTES | 3,398,085 |
PROPOSAL III: To conduct a non-binding advisory vote on the desired frequency of a non-binding vote on executive compensation. The votes were as follows:
ONE YEAR | 2,738,325 | |||
TWO YEARS | 274,762 | |||
THREE YEARS | 508,569 | |||
BROKER NON-VOTES | 3,403,304 |
As the Company’s Board of Directors recommended, and a majority of the votes cast approved, the Company will submit executive compensation to the shareholders on an annual basis until the issue of the frequency of such vote is again brought before the shareholders.
PROPOSAL IV: Approval of the Company’s 2014 Omnibus Stock Ownership Plan as amended through July 2017. The votes were as follows:
FOR | 3,359,487 | |||
AGAINST | 147,696 | |||
ABSTAIN/WITHHELD | 19,692 | |||
BROKER NON-VOTES | 3,398,085 |
PROPOSAL V: Approval of an amendment to the Company’s 2014 Omnibus Stock Ownership Plan as amended through July 2017 to increase the authorized shares by 800,000. The votes were as follows:
FOR | 3,319,496 | |||
AGAINST | 173,470 | |||
ABSTAIN/WITHHELD | 33,909 | |||
BROKER NON-VOTES | 3,398,085 |
PROPOSAL VI:Ratification of the selection of Marcum LLP as the Company’s independent auditors for the year ending December 31, 2017. The votes were as follows:
FOR | 6,680,352 | |||
AGAINST | 181,968 | |||
ABSTAIN/WITHHELD | 62,640 |
Item 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) | Exhibits |
Exhibit No. | Description |
| |
10.1 | 2014 Omnibus Stock Ownership Plan, as amended through August 29, 2017 |
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 5th day of September, 2017.
TAPIMMUNE INC. | |||
(Registrant) | |||
BY: | /s/ Michael Loiacono | ||
Michael Loiacono | |||
Chief Financial Officer |