UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported): May 12, 2020
IntelGenx Technologies Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 000-31187 | 87-0638336 |
| (State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer ID) |
6420 Abrams, Ville Saint Laurent, Quebec, H4S 1Y2 Canada
(Address of principal executive offices and Zip Code)
(514) 331-7440
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
|_| 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 ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
IntelGenx Technologies Corp. (the "Company" or "IntelGenx") held its Annual Meeting of Shareholders on May 12, 2020 (the "Annual Meeting"), in a virtual-only format, for those who were shareholders of the Company at the close of business on March 16, 2020 (the "Record Date"), pursuant to notice and proxy materials duly communicated to them. As of the Record Date, there were 110,259,653 shares outstanding of the Company's common stock at $0.00001 par value (the "IntelGenx Common Stock"). At the 2020 Annual Meeting, shareholders as of the Record Date holding 79,900,054 shares (72.465%) of the IntelGenx Common Stock were present in person or per proxy. Each such shareholder was entitled to one vote for each share of the IntelGenx Common Stock held on the Record Day.
At the 2020 Annual Meeting, the following matters were submitted to votes of the Company's shareholders:
(i) the election of six directors,
(ii) the ratification of Richter LLP as the Company's independent auditors for the fiscal year ending December 31, 2020,
(iii) the advisory vote on executive compensation, and
(iv) the advisory vote on the frequency of executive compensation.
The following votes were received at the 2020 Annual Meeting from the shareholders for the election of six directors to serve until the 2021 Annual Meeting of Shareholders or until their respective successors are elected or appointed:
Name of Nominee | For | Abstain | | Broker Non-Votes |
Horst G. Zerbe, Ph.D. | 22,274,834 | 10,718,852 | | 46,906,368 |
J. Bernard Boudreau | 23,979,973 | 9,013,713 | | 46,906,368 |
Bernd J. Melchers | 23,686,002 | 9,307,684 | | 46,906,368 |
John Marinucci | 23,675,502 | 9,318,184 | | 46,906,368 |
Clemens Mayr | 23,643,727 | 9,349,959 | | 46,906,368 |
Mark Nawacki | 23,733,584 | 9,260,102 | | 46,906,368 |
(ii) the following votes were received at the 2020 Annual Meeting from the shareholders to ratify the appointment of Richter LLP as the Company's registered independent auditors for the fiscal year ending December 31, 2020, and such appointment was approved:
For | | Against | | Abstain | | Broker
Non-Votes | |
66,218,805 | | 12,852,170 | | 829,079 | | 0 | |
(iii) the following votes were received at the 2020 Annual Meeting from the shareholders to approve (on an advisory basis) the compensation of the named executive officers, as disclosed in the Proxy Statement ("say on pay"), and such compensation was approved:
For | | Against | | Abstain | | Broker
Non-Votes |
22,302,670 | | 10,231,022 | | 459,994 | | 46,906,368 |
(iv) the following votes were received at the 2020 Annual Meeting from the shareholders for the proposal to select (on an advisory basis) whether the Company should request an advisory vote from its shareholders respecting executive compensation every one, two or three years ("say on frequency"):
Every Year | | 2 Year | | 3 Year | | Abstain | Broker
Non-Votes |
22,956,413 | | 1,180,133 | | 7,479,104 | | 1,378,036 | 46,906,368 |
No other matters were submitted to or voted on by the shareholders.
Further information concerning the matters voted upon at the Annual Meeting is contained in the Company's proxy statement, dated March 26, 2020, with respect to the 2020 Annual Meeting.
INTELGENX TECHNOLOGIES CORP.
Dated: May 13, 2020 By: /s/ Ingrid Zerbe
-----------------
Ingrid Zerbe
Corporate Secretary |
