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): October 11, 2016
CANCER GENETICS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-35817
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04-3462475
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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201 Route 17 North 2nd Floor, Rutherford, New Jersey
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07070
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code
(201) 528-9200
(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):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The description of the amendment to the 2011 Plan set forth under Proposal No. 3 in Item 5.07 below is hereby incorporated by reference into this Item 5.02(e).
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On October 11, 2016, Cancer Genetics, Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). The shareholders of the Company voted on the following three proposals, each of which is described in detail in the Company’s Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on September 12, 2016 (the “Proxy Statement”). The results of each matter voted upon are as follows:
Proposal No. 1: Election of Directors.
The following individuals were elected to the Company’s Board of Directors (the “Board”). All directors of the Company hold office until the next annual meeting or until their respective successors are duly elected and qualified or their earlier resignation or removal:
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Name
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For
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Withheld
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Broker
Non-Votes
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Panna L. Sharma (President and Chief Executive Officer)
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5,120,324
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1,298,344
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6,363,546
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John Pappajohn (Chairman of the Board)
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5,875,381
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543,287
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6,363,546
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Raju S.K. Chaganti, Ph.D.
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5,499,239
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919,429
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6,363,546
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Edmund Cannon
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6,043,053
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375,615
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6,363,546
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Franklyn G. Prendergast, M.D., Ph.D.
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5,993,894
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484,774
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6,363,546
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Michael J. Welsh, M.D.
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5,992,270
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426,398
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6,363,546
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Geoffrey Harris
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6,308,610
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110,058
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6,363,546
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Howard McLoed
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5,883,269
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585,399
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6,363,546
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Proposal No. 2: Appointment of the Independent Registered Public Accounting Firm.
The shareholders ratified the appointment of RSM US LLP as our independent registered public accounting firm for the year ending December 31, 2016.
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For
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Against
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Abstain
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Broker
Non-Votes
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12,365,132
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372,144
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44,938
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0
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Proposal No. 3: Approval of the Amendment of the Company’s 2011 Equity Incentive Plan.
The Company’s shareholders approved an amendment to increase the shares reserved for issuance under the Company’s 2011 Equity Incentive Plan by 500,000 shares. The amendment previously had been approved by the Board, subject to approval by the Company’s shareholders.
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For
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Against
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Abstain
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Broker
Non-Votes
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6,030,595
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371,247
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16,826
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6,363,546
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Item 9.01.
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Financial Statements and Exhibits.
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(d)
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Exhibit No.
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Description
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10.1
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Amendment, dated as of October 11, 2016, to Amended and Restated Cancer Genetics, Inc. 2011 Equity Incentive Plan
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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.
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CANCER GENETICS, INC.
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By:
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/s/ Edward J. Sitar
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Name:
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Edward J. Sitar
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Title:
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Chief Financial Officer
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Date: October 12, 2016
Exhibit 10.1
AMENDMENT TO
AMENDED AND RESTATED
CANCER GENETICS, INC.
2011 EQUITY INCENTIVE PLAN
This Agreement, dated as of October 11, 2016, amends the Cancer Genetics, Inc. Amended and Restated 2011 Equity Incentive Plan, as previously amended, effective as of May 14, 2015 (the
"Plan"
). All capitalized terms not defined herein shall have the meanings set forth in the Plan.
R E C I T A L S
WHEREAS, Section 19.2 of the Plan reserves to the Board of Directors
("Board")
of Cancer Genetics, Inc. (the
"Company")
the right to amend the Plan from time to time; and
WHEREAS, the Board desires to further amend the Plan to increase the number of shares available for issuance thereunder by 500,000 shares in the manner hereinafter provided, subject to approval by the Company's stockholders.
NOW THEREFORE, the Plan is hereby amended as follows:
1.
Amendments
. Section 4.1 of the Plan is amended and restated in its entirety as follows:
"Section 4.1
Share Limitation
. Subject to adjustment pursuant to Section 4.2 hereof, the maximum aggregate number of shares of Common Stock which may be issued under all Awards granted to Participants under the Plan shall be 3,150,000 shares, all of which may, but need not, be issued in respect of Incentive Stock Options. Shares of Common Stock issued under the Plan may be either authorized but unissued shares or shares held in the Company's treasury. Any shares of Common Stock subject to Awards that are settled in Common Stock shall be counted against the maximum share limitations of this Section 4.1 as one share of Common Stock for every share of Common Stock subject thereto, regardless of the number of shares of Common Stock actually issued to settle the Stock Option or Stock Appreciation Right upon exercise. To the extent that any Award under the Plan payable in shares of Common Stock is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. Shares of Common Stock that otherwise would have been issued upon the exercise of a Stock Option or in payment with respect to any other form of Award, that are surrendered in payment or partial payment of taxes required to be withheld with respect to the exercise of such Stock Option or the making of such payment, will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations."
2.
No Other Changes.
Except as set forth herein, the Plan shall remain in full force and effect without modification.
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IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Company, has executed this Amendment as of the date first above written as evidence of its adoption by the Company.
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CANCER GENETICS, INC.
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By:
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/s/ Ed Sitar
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Name:
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Ed Sitar
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Title:
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Chief Financial Officer
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