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): June 18, 2019
OXFORD IMMUNOTEC GLOBAL PLC
(Exact name of registrant as specified in its charter)
England and Wales
(State or other jurisdiction
of incorporation)
001-36200 | 98-1133710 |
(Commission File Number) | (IRS Employer Identification No.) |
94C Innovation Drive, Milton Park, Abingdon OX14 4RZ, United Kingdom
(Address of principal executive offices)
Registrant’s telephone number including area code +44 (0) 1235 442780
Check 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 communication 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(s) | Name of each exchange on which registered |
Ordinary Shares, £0.006705 nominal value per share | OXFD | The Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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 5.07 Submission of Matters to a Vote of Security Holders
(a) On June 18, 2019, the Registrant held its Annual General Meeting of Shareholders (the “Meeting”).
(b) The final voting results for the Meeting are as follows:
Proposal Number | Proposal Description | | For | Against | Abstain | Broker Non-votes | Pass |
1 | Election of Richard A. Sandberg | | 19,953,817 | 2,506,339 | 649 | 1,194,733 | Yes(1) |
2 | Election of Andrew Scott Walton | | 19,933,072 | 2,527,084 | 649 | 1,194,733 | Yes(1) |
3 | Election of Peter Wrighton-Smith | | 22,421,790 | 38,366 | 649 | 1,194,733 | Yes(1) |
4 | Ratification of Appointment of Auditors for 2019 | | 23,647,022 | 7,845 | 671 | 0 | Yes(1) |
5 | Re-Appointment of U.K. Statutory Auditors | | 23,647,022 | 7,845 | 671 | 0 | Yes(1) |
6 | Authorization to Determine Statutory Auditors’ Remuneration for 2019 | | 23,648,426 | 3,323 | 3,789 | 0 | Yes(1) |
7 | Receive U.K. Statutory Accounts and Reports for 2018 | | 23,555,287 | 2,823 | 97,428 | 0 | Yes(1) |
8 | Receive and Approve U.K. Statutory Directors’ Annual Report on Remuneration for 2018 | | 21,975,826 | 484,020 | 959 | 1,194,733 | Yes(1) |
9 | Approval of Compensation Paid to our Named Executive Officers | | 21,952,720 | 507,116 | 969 | 1,194,733 | Yes(1) |
| | 1 Year | 2 Years | 3 Years | Abstain | Broker Non-votes | |
10 | Approval of Frequency of Future Advisory Votes to Approve Compensation Paid to our Named Executive Officers | 11,908,503 | 10,531,200 | 18,153 | 2,949 | 1,194,733 | 1 Year |
| | | For | Against | Abstain | Broker Non-votes | |
11 | Approval of Share Repurchase Program | | 23,153,939 | 495,460 | 6,139 | 0 | Yes(1) |
12 | Authorization of our Board of Directors to Allot Ordinary Shares | | 23,634,638 | 13,808 | 7,092 | 0 | Yes(1) |
13 | Approval of General Disapplication of Pre-Emption Rights with respect to Allotment of Ordinary Shares | | 11,920,486 | 11,728,307 | 6,745 | 0 | No (2) |
(1) Proposals 1 through 12 were ordinary resolutions, and each proposal was approved as the number of votes cast in favor exceeded the number of votes cast against such proposal.
(2) As a result of Resolution 13 being a Special Resolution, in order for the resolution to be approved by the shareholders, at least 75%, rather than 50%, in nominal value of the outstanding shares entitled to vote for or against the Proposal was required to authorize the resolution. Special Resolution 13 was not approved as it did not achieve the requisite number of votes in favor.
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.
Date: 6/24/2019
| OXFORD IMMUNOTEC GLOBAL PLC |
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| By: | /s/ Matthew T E McLaughlin |
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| Name: | Matthew T E McLaughlin |
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| Title: | Chief Financial Officer |