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 10, 2015
CELLDEX THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | | 000-15006 | | 13-3191702 |
(State or Other Jurisdiction | | (Commission File Number) | | (IRS Employer |
of Incorporation) | | | | Identification No.) |
Perryville III Building, 53 Frontage Road, Suite 220, | | |
Hampton, New Jersey | | 08827 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (908) 200-7500
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 (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02(e). Compensatory Arrangements of Certain Officers.
On June 10, 2015, at our 2015 Annual Meeting of Stockholders (the “Annual Meeting”), our stockholders approved the amendment and restatement of our 2008 Stock Option and Incentive Plan (the “Amended and Restated 2008 Plan”), including an increase in the shares reserved for issuance thereunder by 6,950,000 to 14,350,000 shares.
The Amended and Restated 2008 Plan previously had been approved, subject to stockholder approval, by our board of directors. The Amended and Restated 2008 Plan became effective immediately upon stockholder approval at the Annual Meeting.
The foregoing description of the Amended and Restated 2008 Plan does not purport to be complete and is qualified in its entirety by reference to the text of the Amended and Restated 2008 Plan, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
At the Annual Meeting held on June 10, 2015, our stockholders voted on the four proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 23, 2015 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
1. Our stockholders elected the following individuals to serve on our board of directors until the annual meeting of stockholders to be held in 2016. The tabulation of votes with respect to the election of such directors was as follows:
| | For | | Withheld | | Broker
Non-Votes | |
Larry Ellberger | | 68,024,684 | | 807,602 | | 20,554,422 | |
Anthony S. Marucci | | 68,345,927 | | 486,359 | | 20,554,422 | |
Herbert J. Conrad | | 68,442,787 | | 389,499 | | 20,554,422 | |
George O. Elston | | 68,398,766 | | 433,520 | | 20,554,422 | |
Harry H. Penner, Jr. | | 68,021,887 | | 810,399 | | 20,554,422 | |
Karen L. Shoos | | 68,056,992 | | 775,294 | | 20,554,422 | |
Richard A. van den Broek | | 65,152,107 | | 3,680,179 | | 20,554,422 | |
2. Our stockholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2015. The tabulation of votes with respect to this proposal was as follows:
For | | Against | | Abstain | | Broker
Non-Votes | |
87,268,555 | | 1,955,156 | | 162,997 | | — | |
3. Our stockholders approved the amendment and restatement of our 2008 Stock Option and Incentive Plan, including an increase in the number of shares reserved for issuance under the Plan. The tabulation of votes with respect to this proposal was as follows:
For | | Against | | Abstain | | Broker
Non-Votes | |
66,599,821 | | 2,121,354 | | 111,111 | | 20,554,422 | |
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4. Our stockholders voted to approve, on an advisory, non-binding basis, the compensation for our named executive officers as disclosed in the Proxy Statement. The tabulation of votes with respect to this proposal was as follows:
For | | Against | | Abstain | | Broker
Non-Votes | |
67,536,749 | | 1,122,112 | | 173,425 | | 20,554,422 | |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits | | |
10.1 | | Celldex Therapeutics., Inc. 2008 Stock Option and Incentive Plan, as amended and restated effective as of June 10, 2015. |
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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.
| CELLDEX THERAPEUTICS, INC. |
| |
| |
| By: | /s/ Avery W. Catlin |
| | Name: Avery W. Catlin |
| | Title: Senior Vice President / Chief Financial Officer |
Dated: June 11, 2015
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