UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 18, 2022
AVID BIOSERVICES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32839 | 95-3698422 |
(State of other jurisdiction
of incorporation) | (Commission
File Number) | (IRS Employer
Identification No.) |
14191 Myford Road, Tustin, California 92780
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (714) 508-6100
__________________________________
(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.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, $0.001 par value per share | CDMO | 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. |
At the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Avid Bioservices, Inc. (the “Company”) held on October 18, 2022 in a virtual-only format, the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation which limits the liability of specified executive officers of the Company (the “Certificate of Amendment”). The Certificate of Amendment became effective upon filing with the Secretary of State of the State of Delaware on October 19, 2022. A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated into this Item 5.03 by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, of the 62,167,454 shares of the Company’s common stock outstanding (as of the record date of August 22, 2022) and entitled to vote, 52,330,069 shares were present in-person virtually or represented by proxy, representing approximately 84% of the total outstanding shares entitled to vote. The final voting results of each proposal voted on at the Annual Meeting are set forth below. For more information about the proposals set forth below, please refer to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on August 29, 2022.
Proposal No. 1: Election of Directors
The Company’s stockholders elected each of the seven nominees named below to serve on the Company’s Board of Directors until the Company’s 2023 Annual Meeting of Stockholders. Election of each director required approval by a plurality of the votes cast and thus votes against were not applicable. The votes were as follows:
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Esther M. Alegria, Ph.D. | | 46,250,807 | | 1,064,951 | | | 5,014,311 |
| Joseph Carleone, Ph.D. | | 46,409,928 | | 905,830 | | | 5,014,311 |
| Nicholas S. Green | | 46,532,784 | | 782,974 | | | 5,014,311 |
| Richard B. Hancock | | 46,527,189 | | 788,569 | | | 5,014,311 |
| Catherine J. Mackey, Ph.D. | | 46,237,408 | | 1,078,350 | | | 5,014,311 |
| Gregory P. Sargen | | 46,376,294 | | 939,464 | | | 5,014,311 |
| Jeanne A. Thoma | | 46,307,438 | | 1,008,320 | | | 5,014,311 |
Proposal No. 2: Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2023. The votes were as follows:
| Votes For | | Votes Against | | Abstain |
| 51,688,206 | | 629,797 | | 12,066 | |
| | | | | | |
Proposal No. 3: To Approve, On an Advisory Basis, the Compensation of the Named Executive Officers
The Company’s stockholders approved, on an advisory basis, a non-binding resolution approving the compensation of the named executive officers as disclosed in the Company’s Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders. The votes were as follows:
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 46,714,906 | | 405,730 | | 195,122 | | 5,014,311 |
Proposal No. 4: To Approve an Amendment to the Company’s Restated Certificate of Incorporation
The Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to limit the liability of specified executive officers of the Company. The votes were as follows:
| Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
| 46,124,286 | | 840,228 | | 351,244 | | 5,014,311 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following material is filed as an exhibit to this Current Report on Form 8-K:
Exhibit
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.
| | | AVID BIOSERVICES, INC. | |
| | | | |
| | | | |
| Date: October 21, 2022 | By: | /s/ Daniel R. Hart | |
| | | Daniel R. Hart | |
| | | Chief Financial Officer | |
EXHIBIT INDEX
