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): December 16, 2021
MEI Pharma, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-50484 | 51-0407811 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
11455 El Camino Real, Suite 250
San Diego, California 92130
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (858) 369-7100
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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common stock, $0.00000002 par value | MEIP | The Nasdaq Stock Market LLC |
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 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 16, 2021, the Board of Directors of MEI Pharma, Inc., approved an amendment of the Bylaws to make the universal change from “chairman” to “chair” therein. This summary of the Bylaws is qualified in its entirety by the specific language of the Bylaws which are filed as an Exhibit to this Report.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On December 16, 2021, the Company held its Annual Meeting. There were represented at the Annual Meeting, by proxy, 93,303,972 shares of the Company’s common stock, par value $0.00000002 per share (“Common Stock”), out of a total number of 112,705,170 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following three proposals at the Annual Meeting, casting their votes as described below.
Proposal 1. – Election of Directors. The following individuals, each of whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a plurality of votes cast to serve a three-year term on the Company’s Board of Directors which will expire at the Company’s annual meeting of stockholders for fiscal year 2025. Information on the vote relating to each director standing for election is set forth below:
Nominee | For | Withheld | Broker Non- Votes | |||||||||
Charles V. Baltic III | 69,627,455 | 386,324 | 23,290,193 | |||||||||
Nicholas R. Glover | 68,905,944 | 1,107,835 | 23,290,193 | |||||||||
Frederick W. Driscoll | 69,788,794 | 224,985 | 23,290,193 |
Proposal 2. – Advisory Vote on Executive Compensation. Proposal 2 was to adopt an advisory resolution that the compensation paid to the Company’s named executive officers, as disclosed in the proxy materials for the Annual Meeting, be approved in all respects. The proposal was approved.
For | Against | Abstain | Broker Non- Votes | |||||||||
67,699,171 | 1,789,964 | 524,644 | 23,290,193 |
Proposal 3. – Ratification of Appointment of Auditors. Proposal 3 was to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2022. The proposal was approved.
For | Against | Abstain | ||||||
92,510,833 | 563,009 | 230,130 |
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
3.1 | Fourth Amended and Restated By-Laws of MEI Pharma, Inc. (effective as of December 16, 2021) | |
104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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 hereunto duly authorized.
MEI PHARMA, INC. | ||
By: | /s/ Daniel P. Gold | |
Daniel P. Gold | ||
Chief Executive Officer |
Dated: December 17, 2021