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: May 31, 2018
(Date of earliest event reported)
CELLECTAR BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 1-36598 | | 04-3321804 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
3301 Agriculture Drive, Madison, Wisconsin 53716
(Address of principal executive offices)
(608) 441-8120
(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) |
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| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | 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 5.02 | DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
(e) Amendment and Restatement of 2015 Stock Incentive Plan
As described in Item 5.07 below, on May 31, 2018 at the 2018 Annual Meeting of Stockholders (the “Meeting”) of Cellectar Biosciences, Inc. (the “Company”), the Company’s stockholders approved an amendment and restatement to the Amended and Restated 2015 Stock Incentive Plan (the “Plan”) in order to increase the number of shares reserved for issuance under the plan by 1,200,000 shares.
A summary of the Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 23, 2018. That summary and the above description of the Plan do not purport to be complete and are qualified in their entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| ITEM 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On May 31, 2018, we convened our annual meeting of stockholders at Hilton Chicago, 720 South Michigan Avenue, Chicago, Illinois. A total of 17,388,344 shares of our common stock outstanding as of April 2, 2018, the record date for the Meeting, were eligible to receive notice of and vote at the Meeting. A quorum of stockholders holding 14,041,936 shares were present, voting in person or by proxy.
Three proposals were presented for stockholder approval:
Proposal No.1 – Election of Directors
Our incumbent Class I directors, Dr. Stephen A. Hill and John Neis, were nominated for a three-year term. The voting was as follows:
| Nominee | For | Withheld | Broker
Non-Votes |
| Dr. Stephen A. Hill | 3,825,702 | 834,922 | 9,381,312 |
| John Neis | 3,863,282 | 797,342 | 9,381,312 |
Dr. Stephen A. Hill and John Neis were elected to a three-year term.
Proposal No. 2 – Approval of an Increase in the 2015 Stock Incentive Plan Shares of 1,200,000
We requested approval of an increase in the number of shares of common stock available for issuance under our Plan of 1,200,000. The voting was as follows:
| For | Against | Abstain | Broker
Non-Votes |
| 3,296,733 | 1,184,393 | 179,498 | 9,381,312 |
The stockholders approved the increase.
Proposal No. 3 – Ratification of Appointment of our Independent Registered Public Accounting Firm
We requested ratification of the appointment by the Audit Committee of our Board of Directors of Baker Tilly Virchow Krause, LLP to be our independent registered public accounting firm for 2018. The voting was as follows:
| For | Against | Abstain | Broker
Non-Votes |
| 13,726,607 | 252,061 | 63,268 | 0 |
The stockholders ratified the appointment of Baker Tilly Virchow Krause, LLP as our independent registered public accounting firm for 2018.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
SIGNATURE
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.
| Dated: June 1, 2018 | CELLECTAR BIOSCIENCES, INC. |
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| | | By: | /s/ Brian M. Posner |
| | | | Name: Brian M. Posner |
| | | | Title: Chief Financial Officer |
