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): June 6, 2014
ONCOTHYREON INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33882 | 26-0868560 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
2601 Fourth Avenue, Suite 500
Seattle, Washington 98121
(Address of principal executive offices, including zip code)
(206) 801-2100
(Registrant’s telephone number, including area code)
(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 (see General Instruction A.2. below):
| ¨ | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As noted below, on June 6, 2014, the stockholders of Oncothyreon Inc. (the “Company”) approved an amendment to the Company’s certificate of incorporation to increase the number of the Company’s authorized shares from 100,000,000 to 200,000,000. On June 6, 2014, the Company filed the Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on June 6, 2014. The following is a brief description of each matter voted upon at the Annual Meeting and the final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as applicable, as to each such matter.
(1) Election of the nominee listed below as a Class I director to the board of directors, to hold office until the 2017 Annual Meeting of Stockholders and until his successor is duly elected and qualified:
|
For |
Withhold |
Broker Non-Votes |
||||
| Daniel Spiegelman | 35,174,570 | 1,664,050 | 20,167,737 |
Pursuant to the foregoing votes, the nominee listed above was elected as Class I director to serve on the Company’s board of directors.
(2) Approval, by a non-binding advisory vote, of a resolution approving the compensation paid by the Company to its named executive officers:
|
For |
Against |
Abstain |
Broker Non-votes |
|||
| 34,669,754 | 2,012,700 | 156,166 | 20,167,737 |
Pursuant to the foregoing votes, the resolution approving the compensation paid by the Company to its named executive officers was approved.
(3) Approval of an increase in the number of shares of common stock reserved for issuance under the Company’s restricted share unit plan by 500,000 shares:
|
For |
Against |
Abstain |
Broker Non-votes |
|||
| 34,453,705 | 2,276,736 | 108,179 | 20,167,737 |
Pursuant to the foregoing votes, the increase in the number of shares of common stock reserved for issuance under the Company’s restricted shares unit plan by 500,000 shares was approved.
(4) Approval of an amendment to the Company’s certificate of incorporation to increase its authorized shares of common stock from 100,000,000 to 200,000,000:
|
For |
Against |
Abstain |
Broker Non-votes |
|||
| 41,218,274 | 6,182,163 | 9,605,920 | 0 |
Pursuant to the foregoing votes, the amendment to the Company’s certificate of incorporation to increase its authorized shares of common stock from 100,000,000 to 200,000,000 was approved.
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(5) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014:
|
For |
Against |
Abstain |
Broker Non-votes |
|||
| 55,473,224 | 1,390,813 | 142,320 | 0 |
Pursuant to the foregoing votes, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified.
Item 9.01 Financial Statements and Exhibits
| Exhibit Number | Exhibit Title or Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oncothyreon Inc. | |
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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.
| ONCOTHYREON INC. | ||
| By: |
/s/ Dr. Robert L. Kirkman |
|
| Dr. Robert L. Kirkman | ||
| President & Chief Executive Officer | ||
Date: June 10, 2014
EXHIBIT INDEX
| Exhibit Number | Exhibit Title or Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oncothyreon Inc. | |
Exhibit 3.1
ONCOTHYREON INC.
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Oncothyreon Inc. (the “ Corporation ”), a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify that:
1. Section 4.1 of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation (the “ Certificate ”) is hereby amended and restated in its entirety to read as follows:
“4.1 The corporation shall have the authority to issue a total of 210,012,500 shares of capital stock divided into 3 classes as follows:
(a) Two Hundred Million (200,000,000) shares of Common Stock, $0.0001 par value per share (the “ Common Stock ”).
(b) Ten Million (10,000,000) shares of Preferred Stock, $0.0001 par value per share (the “ Preferred Stock ”). The Preferred Stock may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
(c) Twelve Thousand Five Hundred (12,500) shares of Class UA Preferred Stock, no par value (the “ Class UA Preferred Stock ”). The powers of the Class UA Preferred Stock shall be as set forth in Article VI below.”
2. The foregoing amendments to the Certificate have been duly approved by the Corporation’s Board of Directors in accordance with Section 242 of the DGCL.
3. The foregoing amendments to the Certificate have been duly approved by the Corporation’s stockholders in accordance with Sections 211 and 242 of the DGCL.
4. This Certificate of Amendment shall be effective upon filing.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer as of this 6th day of June, 2014.
| ONCOTHYREON INC. | ||
| By: |
/s/ ROBERT L. KIRKMAN |
|
| Robert L. Kirkman | ||
| President and Chief Executive Officer | ||
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