SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): May 26, 2004
VAXGEN, INC.
(Exact name of Registrant as Specified in its Charter)
DELAWARE 0-26483 94-3236309
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification Number)
1000 MARINA BLVD., SUITE 200 BRISBANE, CALIFORNIA 94005
(Address of Principal Administrative Offices)
Registrants Telephone Number, Including Area Code: (650) 624-1000
Item 5. Other Events.
On May 26, at the 2004 Annual Meeting of Stockholders, the stockholders of
VaxGen, Inc. (the "Company") were asked to vote on five items as follows:
1. To elect five directors, Lance K. Gordon, Franklin Berger, Randall
L-W. Caudill, Michel Greco and William D. Young to serve until the
Company's 2005 Annual Meeting of Stockholders or until their earlier
retirement, resignation or removal;
2. To approve the amendment to the Company's 2001 Employee Stock
Purchase Plan (the "Plan"), to increase the aggregate number of
shares of Common Stock authorized for issuance under the Plan by
400,000 shares;
3. To approve the amendment and restatement of the Company's Bylaws;
and
4. To ratify the appointment of PricewaterhouseCoopers LLP as the
Company's independent auditors for the fiscal year ending December
31, 2004.
The results of the matters presented at the annual meeting, were as follows:
1. Lance K. Gordon, Franklin Berger, Randall L-W. Caudill, Michel Greco
and William D. Young were elected as directors of the Company to
serve until the 2005 Annual Meeting of Stockholders as follows:
For Withheld
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Lance K. Gordon 22,966,423 80,590
Franklin Berger 22,954,288 92,725
Randall L-W. Caudill 22,589,311 457,702
Michel Greco 22,968,838 78,175
William D. Young 20,142,740 2,904,273
2. The approval of the amendment to the Plan, to increase the aggregate
number of shares of Common Stock authorized for issuance under the
Plan by 400,000 shares was approved as follows:
For Against Abstain
--------- --------- --------
9,346,365 313,641 37,218
3. The approval of the amendment and restatement of the Company's
Bylaws was approved as follows:
For Against Abstain
--------- --------- --------
20,022,425 2,972,174 52,414
4. The ratification of PricewaterhouseCoopers LLP as the Company's
independent auditors for the 2004 fiscal year was approved as
follows:
For Against Abstain
--------- --------- --------
22,982,922 41,673 22,418
SIGNATURE
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.
VaxGen, Inc.
(Registrant)
Dated: May 26, 2004
By: /s/ James M. Cunha
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James M. Cunha
Chief Financial Officer