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 3, 2012 (November 29, 2012)
UNILIFE CORPORATION
(Exact name of Registrant as Specified in Charter)
| | | | |
| Delaware | | 001-34540 | | 27-1049354 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| 250 Cross Farm Lane, York, Pennsylvania | | 17406 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (717) 384-3400
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 November 29, 2012, Unilife Corporation held its annual meeting of stockholders in New York City, at which the following proposals were submitted to a vote of stockholders. The results of the votes are provided below.
Proposal No. 1—The election of the persons named below as directors to hold office until our annual meeting of stockholders to be held in 2013 and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal
All director nominees were elected and the votes cast were as follows:
| | | | | | | | | | | | |
Director | | For | | | Withheld | | | Broker non-votes | |
Slavko James Joseph Bosnjak | | | 36,950,413 | | | | 1,324,051 | | | | 6,785,025 | |
Jeff Carter | | | 36,414,906 | | | | 1,859,558 | | | | 6,785,025 | |
William Galle | | | 37,388,860 | | | | 885,604 | | | | 6,785,025 | |
John Lund | | | 37,330,534 | | | | 943,930 | | | | 6,785,025 | |
Mary Katherine Wold | | | 37,871,448 | | | | 403,016 | | | | 6,785,025 | |
Alan D. Shortall | | | 37,697,046 | | | | 577,418 | | | | 6,785,025 | |
Proposal No. 2—Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2013
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2013, was approved and the votes were cast as follows:
| | | | | | | | | | |
| Votes cast | | | | |
| For | | | Against | | | Abstain | |
| | 44,650,235 | | | | 344,269 | | | | 64,985 | |
Proposal No. 3 – Advisory vote regarding the approval of compensation paid to certain executive officers
The compensation of the Company’s named executive officers was approved, on an advisory basis, and the votes were cast as follows:
| | | | | | | | | | | | | | |
| Votes cast | | | | | | | |
| | | | | | | | | | Broker | |
| For | | | Against | | | Abstain | | | non-votes | |
| | 26,468,008 | | | | 11,509,238 | | | | 297,218 | | | | 6,785,025 | |
Proposal No. 4—For the purposes of ASX Listing Rule 7.4 and for all other purposes, to ratify the issuance and sale by the Company of 6,154,000 shares of common stock (equivalent to 36,924,000 CHESS Depositary Interests (“CDI’s)) in an underwritten public offering pursuant to a shelf registration statement filed by the Company with the U.S. Securities and Exchange Commission and a prospectus supplement filed with the U.S. Securities and Exchange Commission on June 29, 2012 (“Prospectus Supplement”)
The ratification of the issuance and sale of 6,154,000 shares of common stock pursuant to a shelf registration statement filed with the U.S. Securities and Exchange Commission on June 29, 2012 was approved and the votes were cast as follows:
| | | | | | | | | | | | | | |
| Votes cast | | | | | | | |
| | | | | | | | | | Broker | |
| For | | | Against | | | Abstain | | | non-votes | |
| | 37,306,982 | | | | 855,402 | | | | 112,080 | | | | 6,785,025 | |
| Item 7.01 | Regulation FD Disclosure |
During the annual meeting of stockholders on November 29, 2012, Alan Shortall, the Company’s Chief Executive Officer, made a PowerPoint presentation summarizing the Company’s current business affairs. The presentation is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits |
| | |
| 99.1 | | PowerPoint Presentation for 2012 Annual Meeting |
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.
| | | | | | |
| | | | Unilife Corporation |
| | | |
Date: December 3, 2012 | | | | By: | | /s/ Alan Shortall |
| | | | | | |
| | | | | | Alan Shortall |
| | | | | | Chief Executive Officer |
EXHIBIT INDEX
| | |
EXHIBIT NUMBER | | DESCRIPTION |
| |
| 99.1 | | PowerPoint Presentation for 2012 Annual Meeting |
