0000764195
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VBI Vaccines Inc/BC
0000764195
2022-06-22
2022-06-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 22, 2022
VBI
VACCINES INC.
(Exact
name of registrant as specified in its charter)
| British
Columbia, Canada |
|
001-37769 |
|
N/A |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
160
Second Street, Floor 3
Cambridge,
Massachusetts |
|
02142 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(617)
830-3031
(Registrant’s
telephone number, including area code)
N/A
(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:
| ☐ |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| Common
Shares, no par value per share |
|
VBIV |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
June 22, 2022, VBI Vaccines Inc. (the “Company”) held its 2022 Annual General Meeting of Shareholders (the “Annual
Meeting”). At the Annual Meeting, the shareholders voted to: (1) set the number of directors of the Company at eight (8); (2) elect
the nominated directors of the Company to serve until the next annual meeting or until the appointment or election and qualification
of their successors; and (3) approve the appointment of EisnerAmper LLP as the Company’s independent registered public accounting
firm until the next annual meeting of shareholders and authorize the audit committee (the “Audit Committee”) of the board
of directors of the Company to fix EisnerAmper LLP’s remuneration, as set forth in the Company’s definitive proxy statement
filed with the U.S. Securities and Exchange Commission on April 29, 2022 (the “Proxy Statement”). Each of these proposals
is described in more detail in the Proxy Statement.
At
the beginning of the Annual Meeting, there were 179,537,122 common shares present at the Annual Meeting in person or by proxy, which
represented 69.52% of the outstanding common shares entitled to vote at the Annual Meeting and which constituted a quorum for the transaction
of business. Holders of the Company’s common shares were entitled to one vote for each share held as of the close of business on
April 25, 2022, the record date for the Annual Meeting.
The
voting results on these proposals were as follows:
Proposal
1: Set the number of directors of the Company at eight
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 90,957,682 | |
2,318,677 | |
0 | |
86,045,763 |
Proposal
2: Election of eight directors
| Director | |
Votes For | |
Withheld | |
Broker Non-Votes |
| Steven Gillis | |
76,989,942 | |
16,286,418 | |
86,045,762 |
| Linda Bain | |
68,460,867 | |
24,815,492 | |
86,045,763 |
| Jeffery R. Baxter | |
84,987,022 | |
8,289,337 | |
86,045,763 |
| Damian Braga | |
84,721,290 | |
8,555,070 | |
86,045,762 |
| Joanne Cordeiro | |
90,821,594 | |
2,454,765 | |
86,045,763 |
| Michel De Wilde | |
84,830,581 | |
8,445,778 | |
86,045,763 |
| Blaine H. McKee | |
91,077,164 | |
2,199,195 | |
86,045,763 |
| Christopher McNulty | |
84,405,251 | |
8,871,108 | |
86,045,763 |
Each
of the eight nominees for director was elected to serve until the next annual meeting of shareholders and until his or her successor
has been elected and qualified, or until his or her earlier death, resignation, or removal.
Proposal
3: Approval of the appointment of EisnerAmper LLP as the independent registered public accounting firm of the Company until the next
annual meeting of shareholders and authorize the Audit Committee to fix EisnerAmper LLP’s remuneration
| Votes For | |
Votes Against | |
Abstentions | |
Broker Non-Votes |
| 175,846,165 | |
0 | |
3,475,956 | |
1 |
The
shareholders approved the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm until the
next annual meeting of shareholders and authorized the Audit Committee to fix EisnerAmper LLP’s remuneration.
The
results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
Item
8.01 Other Events.
On
June 22, 2022, the Company issued a press release announcing the voting results from the Annual Meeting. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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.
| |
VBI
Vaccines Inc. |
| |
|
| Date:
June 22, 2022 |
By: |
/s/
Jeffrey R. Baxter |
| |
|
Jeffrey
R. Baxter |
| |
|
President
and Chief Executive Officer |
Exhibit
99.1
VBI
Vaccines Announces Results of Annual General Meeting
CAMBRIDGE,
Mass. (June 22, 2022) – VBI Vaccines Inc. (Nasdaq: VBIV) (“VBI” or the “Company”), a biopharmaceutical
company driven by immunology in the pursuit of powerful prevention and treatment of disease, today announced the voting results from
its annual general meeting of shareholders held on June 22, 2022 (the “Meeting”).
The
total number of common shares of the Company (“Common Shares”) represented by shareholders (“Shareholders”) present
in person or represented by proxy at the Meeting was an aggregate of 179,537,122 Common Shares, representing 69.52% of VBI’s issued
and outstanding Common Shares as of the record date for the Meeting, April 25, 2022.
The
voting results with respect to each of the following eight director nominees, as described in the Company’s proxy statement dated
April 29, 2022 (the “Proxy Statement”), all of whom previously served as directors of the Company, were as follows:
| Nominee | |
Votes For | |
% | | |
Votes Withheld | |
% | |
| Steven Gillis | |
76,989,942 | |
| 82.54 | % | |
16,286,418 | |
| 17.46 | % |
| Linda Bain | |
68,460,867 | |
| 73.40 | % | |
24,815,492 | |
| 26.60 | % |
| Jeffrey R. Baxter | |
84,987,022 | |
| 91.11 | % | |
8,289,337 | |
| 8.89 | % |
| Damian Braga | |
84,721,290 | |
| 90.83 | % | |
8,555,070 | |
| 9.17 | % |
| Joanne Cordeiro | |
90,821,594 | |
| 97.37 | % | |
2,454,765 | |
| 2.63 | % |
| Michel De Wilde | |
84,830,581 | |
| 90.95 | % | |
8,445,778 | |
| 9.05 | % |
| Blaine H. McKee | |
91,077,164 | |
| 97.64 | % | |
2,199,195 | |
| 2.36 | % |
| Christopher McNulty | |
84,405,251 | |
| 90.49 | % | |
8,871,108 | |
| 9.51 | % |
Each
of the other matters put forward before the Shareholders for consideration and approval at the Meeting, as described in the Proxy Statement,
were duly approved by the requisite number of votes. The Shareholders voted in favor of setting the number of directors of the Company
at eight (8) and appointing EisnerAmper LLP as VBI’s independent registered public accounting firm for the ensuing year.
Additional
information regarding the results of all matters voted upon at the Meeting may be found in the Company’s SEC and SEDAR filings.
About
VBI Vaccines Inc.
VBI
Vaccines Inc. (“VBI”) is a biopharmaceutical company driven by immunology in the pursuit of powerful prevention and treatment
of disease. Through its innovative approach to virus-like particles (“VLPs”), including a proprietary enveloped VLP (“eVLP”)
platform technology, VBI develops vaccine candidates that mimic the natural presentation of viruses, designed to elicit the innate power
of the human immune system. VBI is committed to targeting and overcoming significant infectious diseases, including hepatitis B, coronaviruses,
and cytomegalovirus (CMV), as well as aggressive cancers including glioblastoma (GBM). VBI is headquartered in Cambridge, Massachusetts,
with research operations in Ottawa, Canada, and a research and manufacturing site in Rehovot, Israel.
For
more information, visit www.vbivaccines.com.
VBI
Contact
Nicole
Anderson
Director,
Corporate Communications & IR
Phone: (617) 830-3031 x124
Email: IR@vbivaccines.com