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):July 10, 2014
RESPONSE GENETICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-33509 | | 11-3525548 |
| (State or other | | (Commission File | | (IRS Employer |
| jurisdiction of | | Number) | | Identification No.) |
| incorporation) | | | | |
1640 Marengo St., 7th Floor
Los Angeles, California 90033
(323) 224-3900
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(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:
¨ 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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 10, 2014, Response Genetics, Inc. (the “Company”) held an annual meeting of its stockholders (the “2014 Annual Meeting”). A total of 32,070,160 shares of the Company’s common stock, par value $0.01 per share, (“Common Stock”) were present or represented by proxy at the meeting, representing approximately 82.79% of the outstanding Common Stock as of May 12, 2014, the record date for the 2014 Annual Meeting.
At the 2014 Annual Meeting, three proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:
Proposal 1. The election of Thomas A. Bologna, Kirk K. Calhoun, Sam Chawla, David R. Schreiber, Michael Serruya, Richard van den Broek and David Wurzer as directors until the next succeeding annual meeting of stockholders of the Company or until each such director’s successor shall have been duly elected and qualified. The stockholders elected the seven directors by the following votes:
| Name of Nominee | | Votes For: | | | Withheld: | |
| | | | | | | |
| 01) Thomas A. Bologna | | | 23,419,250 | | | | 96,419 | |
| | | | | | | | | |
| 02) Kirk K. Calhoun | | | 23,405,347 | | | | 110,322 | |
| | | | | | | | | |
| 03) Sam Chawla | | | 23,410,047 | | | | 105,622 | |
| | | | | | | | | |
| 04) David R. Schreiber | | | 23,412,347 | | | | 103,322 | |
| | | | | | | | | |
| 05) Michael Serruya | | | 22,573,297 | | | | 942,372 | |
| | | | | | | | | |
| 06) Richard van den Broek | | | 23,411,847 | | | | 103,822 | |
| | | | | | | | | |
| 07) David M. Wurzer | | | 23,405,347 | | | | 110,322 | |
Broker Non-Votes:8,554,491
Proposal 2. The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. The stockholders ratified BDO USA, LLP by the following votes:
| Votes For | | Votes Against | | Votes Abstained |
| | | | | |
| 31,301,193 | | 546,298 | | 222,669 |
Proposal 3. Amendment of the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s Common Stock from 50 million to 70 million shares. The stockholders approved the proposed amendment by the following votes:
| Votes For | | Votes Against | | Votes Abstained |
| | | | | |
| 29,305,095 | | 2,721,129 | | 43,936 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | RESPONSE GENETICS, INC. |
| | | |
| Date: July 11, 2014 | By: | /s/ Adanech Getachew |
| | Name: | Adanech Getachew |
| | Title: | General Counsel |
