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 4, 2013
Immunomedics, Inc.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-12104 | 61-1009366 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 300 The American Road, Morris Plains, New Jersey | 07950 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (973) 605-8200 |
(Registrant's telephone number, including area code) |
| | | |
| | Not applicable | |
| | (Former Name or Former Address, if Changed Since Last Report) | |
Check the appropriate box below if the Form 8-K 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. |
The Annual Meeting of Stockholders (the “Annual Meeting”) for Immunomedics, Inc. (the “Company”) was held at the Company’s headquarters, 300 The American Road, Morris Plains, New Jersey, on Wednesday, December 4, 2013. At the Annual Meeting, the following matters were submitted to a vote of stockholders:
| | • | the election of six (6) directors to serve until the 2014 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified; |
| | • | the advisory (non-binding) vote on executive compensation; and |
| | • | the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2014. |
At the close of business on October 9, 2013, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 83,134,280 shares of the Company’s common stock, outstanding and entitled to vote at the Annual Meeting. The holders of 69,622,904 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
The votes with respect to the election of the director nominees were as follows:
| Name | For | Against | Abstain | Broker Non- Votes |
| David M. Goldenberg | 35,137,577 Shares | 1,469,251 Shares | 72,544 Shares | 32,943,532 Shares |
| Cynthia L. Sullivan | 35,484,034 Shares | 1,146,944 Shares | 48,394 Shares | 32,943,532 Shares |
| Brian A. Markison | 35,763,745 Shares | 774,682 Shares | 140,945 Shares | 32,943,532 Shares |
| Mary E. Paetzold | 35,718,164 Shares | 759,953 Shares | 201,255 Shares | 32,943,532 Shares |
| Richard L. Sherman | 36,157,782 Shares | 376,595 Shares | 144,995 Shares | 32,943,532 Shares |
| Don C. Stark | 35,943,140 Shares | 577,137 Shares | 159,095 Shares | 32,943,532 Shares |
The non-binding advisory votes with respect to executive compensation were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 34,872,157 Shares | 1,631,884 Shares | 175,331 Shares | 32,943,532 Shares |
With respect to the ratification of the Company’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2014, the votes were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 68,164,732 Shares | 422,614 Shares | 1,035,558 Shares | |
The foregoing votes reflect that all of the director nominees were elected, the executive compensation was approved by non-binding advisory votes, and KPMG LLP was ratified as the Company’s independent registered public accounting firm for the year ending June 30, 2014.
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.
| | IMMUNOMEDICS, INC. |
| | | |
| | | |
| | By: | /s/ Cynthia L. Sullivan |
| | Name: | Cynthia L. Sullivan |
| | Title: | President and Chief Executive Officer |
| | | |
| Dated: December 4, 2013 | | |
