1
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 13, 2020, Anixa Biosciences, Inc. (the “Company”) completed its 2020 annual meeting of stockholders (the “Annual Meeting”). The number of shares of stock entitled to vote at the Annual Meeting was 23,521,336 shares of common stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 17,491,948 shares. At the Annual Meeting, the Company’s stockholders (i) re-elected Dr. Amit Kumar, Dr. Arnold Baskies, David Cavalier, Emily Gottschalk, Dr. John Monahan, and Lewis H. Titterton, Jr. as directors, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, (iii) ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2020 and (iv) approved an amendment to Article FOURTH of the Company’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase the number of authorized shares of common stock from 48,000,000 to 100,000,000. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Election of directors
Dr. Amit Kumar, Dr. Arnold Baskies, David Cavalier, Emily Gottschalk, Dr. John Monahan and Lewis H. Titterton, Jr. were elected to serve until the 2021 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:
Nominee | Shares Voted For | Shares Withheld | Broker Non-Vote |
Dr. Amit Kumar | 8,113,395 | 206,081 | 9,172,472 |
Dr. Arnold Baskies | 8,242,514 | 76,962 | 9,172,472 |
David Cavalier | 8,242,651 | 76,825 | 9,172,472 |
Emily Gottschalk | 8,249,455 | 70,021 | 9,172,472 |
Dr. John Monahan | 8,242,474 | 77,002 | 9,172,472 |
Lewis H. Titterton, Jr. | 8,246,516 | 72,960 | 9,172,472 |
Proposal No. 2 – Approval, by non-binding advisory vote, of the Company’s executive compensation
The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
7,642,807 | 558,359 | 118,310 | 9,172,472 |
Proposal No. 3 – Ratification of the appointment of independent registered public accounting firm
The appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2020 was ratified. The voting results were as follows:
Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote |
17,446,149 | 30,586 | 15,213 | 0 |
Proposal No. 4 – Increase of authorized shares of common stock
2
The amendment to Article FOURTH of the Certificate of Incorporation to increase the number of authorized shares of common stock from 48,000,000 to 100,000,000 was approved. The voting results were as follows:
Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote |
13,589,302 | 3,725,832 | 176,814 | 0 |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 14, 2020, following receipt of stockholder approval at the Annual Meeting, the Company filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 48,000,000 to 100,000,000, effective August 17, 2020.The Certificate of Amendment is attached to this Current Report as Exhibit 3.1. All descriptions of the Certificate of Amendment herein are qualified in their entirety to the text of Exhibit 3.1 hereto, which is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report is the form of presentation of the Company which was used by management at its Annual Meeting. This presentation may be used by the Company in the future at meetings with investors, analysts or others, in whole or in part and possibly with modifications from time to time.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Exhibit No. Description
3.1 Certificate of Amendment
99.1 Corporate Presentation
3
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.
Dated: August 17, 2020 | |
| ANIXA BIOSCIENCES, INC. |
| |
| By: | /s/ Amit Kumar |
| | Name: Dr. Amit Kumar |
| | Title: President and Chief Executive Officer |
4
