Item 3.03.
Material Modification to Rights of Security Holders.
On May 29, 2013, as approved by IGI Laboratories, Inc.’s (the “Company”) stockholders, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock of the Company from 50,000,000 to 60,000,000 (the “Certificate of Amendment”).
A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
(a)
On May 22, 2013, the Company held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 38,074,405 votes were present in person or represented by proxy, which represented 82.38% of the total outstanding eligible votes as of the record date of April 9, 2013.
(b)
The following actions were taken in the Annual Meeting:
(1)
The following six nominees were reelected to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2014 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:
| | | | |
| Name of Director
Nominees | Votes For | Votes
Withheld | Broker
Non-Vote |
| | | | |
| Joyce Erony | 12,805,759 | 140,913 | 25,127,733 |
| Jason Grenfell-Gardner | 12,835,559 | 111,113 | 25,127,733 |
| James C. Gale | 12,807,759 | 138,913 | 25,127,733 |
| Michael Hemric | 12,821,337 | 125,335 | 25,127,733 |
| Narendra N. Borkar | 12,835,309 | 111,363 | 25,127,733 |
| Bhaskar Chaudhuri | 12,821,137 | 125,535 | 25,127,733 |
(2)
The amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 60,000,000, was approved, based on the following votes:
| | | |
Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| | | |
36,888,637 | 865,822 | 172,880 | 147,066 |
(3)
The selection of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, was ratified, based on the following votes:
| | | |
Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| | | |
37,848,970 | 30,288 | 195,146 | 0 |
(4)
The compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting was approved, on advisory basis, based on the following votes:
| | | |
Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
| | | |
12,458,245 | 257,531 | 230,896 | 25,127,733 |
| | | |
(5)
A stockholder advisory vote on the compensation of the Company’s named executive officers was recommended, on advisory basis, to be held each year, based on the following votes:
| | | | |
Every Year | Every Two Years | Every Three Years | Votes Abstain | Broker Non-Vote |
| | | | |
11,280,614 | 1,147,380 | 98,093 | 253,660 | 25,127,733 |
(d)
Consistent with the recommendation of the Board in the Proxy Statement and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the earlier of (i) the next required vote on the frequency of such advisory vote, which is currently expected to be held at our 2014 annual meeting of stockholders; or (ii) such date that the Board decides to hold the next stockholder advisory vote on the frequency of such advisory votes.
