Current Report Filing (8-k)
08 June 2013 - 6:17AM
Edgar (US Regulatory)
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 4, 2013
PROLOR
BIOTECH, INC.
(Exact Name of Registrant as Specified in
Its Charter)
Nevada |
001-34676 |
20-0854033 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
7 Golda Meir Street
Weizmann Science Park
Nes-Ziona,
Israel 74140 |
(Address of Principal Executive Office) |
Registrant’s telephone number, including area code (866)
644-7811
(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))
| ITEM 5.02 | Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As disclosed under
Item 5.07 of this Current Report on Form 8-K, at the 2013 Annual Meeting of Stockholders (the “Annual Meeting”)
of PROLOR Biotech, Inc., a Nevada corporation (the “Company”), held on June 4, 2013, the Company’s stockholders
approved an amendment to the Modigene Inc. 2007 Equity Incentive Plan (the “2007 Plan Amendment”). The 2007
Plan Amendment is described in greater detail in the Company’s Definitive Proxy Statement on Schedule 14A (the “Proxy
Statement”), filed with the Securities and Exchange Commission on April 25, 2013, under the caption “Proposal 2:
Amendment to the 2007 Equity Incentive Plan”, which description is incorporated by reference in this Item 5.02. The description
of the 2007 Plan Amendment is qualified in its entirety by reference to the complete text of the 2007 Plan Amendment, which is
filed as Exhibit 10.1 to this Current Report on Form 8-K and which was also contained in Annex A to the Proxy Statement.
| ITEM 5.07 | Submission of Matters to a Vote of Security Holders. |
The final voting results
for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting held on June 4, 2013 are
as follows:
Proposal 1:
Election of the directors named below, each of whom will serve until the 2014 Annual Meeting of Stockholders.
|
Votes
“For” |
Votes
Withheld |
Broker
Non-Votes |
Election of Directors:
|
|
|
|
Phillip Frost, M.D. |
32,572,893 |
1,682,981 |
10,839,529 |
Fuad Fares, D. Sc. |
31,457,701 |
2,798,173 |
10,839,529 |
Marian Gorecki, Ph.D. |
33,223,176 |
1,032,698 |
10,839,529 |
Abraham (Avri) Havron, Ph.D. |
31,923,884 |
2,331,990 |
10,839,529 |
Jane H. Hsiao, Ph.D., M.B.A. |
31,324,045 |
2,931,829 |
10,839,529 |
Shai Novik, M.B.A. |
31,736,678 |
2,519,196 |
10,839,529 |
Steven D. Rubin |
31,243,343 |
3,012,531 |
10,839,529 |
Adam K. Stern |
31,941,132 |
2,314,742 |
10,839,529 |
Proposal 2:
Approval of the 2007 Plan Amendment.
Votes
“For” |
Votes
“Against” |
Abstentions |
Broker
Non-Votes |
31,204,374 |
2,930,438 |
7,966 |
10,839,530 |
Proposal 3:
Ratification of the appointment of Yarel + Partners CPA as the Company’s independent registered public accounting firm for
the 2013 fiscal year.
Votes
“For” |
Votes
“Against” |
Abstentions |
Broker
Non-Votes |
43,590,566 |
1,282,903 |
108,839 |
— |
ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
10.1 |
|
Third Amendment to the Modigene Inc. 2007 Equity Incentive Plan, incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2013. |
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.
|
prolor biotech, inc. |
|
|
|
|
Date: June 7, 2013 |
By: |
/s/ Shai Novik |
|
|
Shai Novik President |
EXHIBIT INDEX
Exhibit
Number |
|
Description |
10.1 |
|
Third Amendment to the Modigene Inc. 2007 Equity Incentive Plan, incorporated by reference to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on April 25, 2013. |
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