Current Report Filing (8-k)
22 October 2022 - 7:35AM
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2022-10-18
2022-10-18
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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): October 18,
2022
AVID
BIOSERVICES, INC.
(Exact name of registrant as specified
in its charter)
Delaware |
001-32839 |
95-3698422 |
(State of other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
14191
Myford Road, Tustin, California 92780
(Address of Principal Executive Offices)
Registrant’s telephone number,
including area code: (714) 508-6100
__________________________________
(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.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 |
Name of each exchange on which registered |
Common Stock, $0.001 par value
per share |
CDMO |
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2022 Annual Meeting of Stockholders (the
“Annual Meeting”) of Avid Bioservices, Inc. (the “Company”) held on October 18, 2022 in a virtual-only format,
the stockholders of the Company approved an amendment to the Company’s Restated Certificate of Incorporation which limits the liability
of specified executive officers of the Company (the “Certificate of Amendment”). The Certificate of Amendment became effective
upon filing with the Secretary of State of the State of Delaware on October 19, 2022. A copy of the Certificate of Amendment is attached
as Exhibit 3.1 hereto and is incorporated into this Item 5.03 by reference.
|
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting, of the 62,167,454 shares
of the Company’s common stock outstanding (as of the record date of August 22, 2022) and entitled to vote, 52,330,069 shares were
present in-person virtually or represented by proxy, representing approximately 84% of the total outstanding shares entitled to vote.
The final voting results of each proposal voted on at the Annual Meeting are set forth below. For more information about the proposals
set forth below, please refer to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on August
29, 2022.
Proposal No. 1: Election of Directors
The Company’s stockholders elected each
of the seven nominees named below to serve on the Company’s Board of Directors until the Company’s 2023 Annual Meeting of
Stockholders. Election of each director required approval by a plurality of the votes cast and thus votes against were not applicable.
The votes were as follows:
Nominee |
|
Votes For |
|
Votes Withheld
|
|
Broker Non-Votes |
Esther M. Alegria, Ph.D. |
|
46,250,807 |
|
1,064,951 |
|
|
5,014,311 |
Joseph Carleone, Ph.D. |
|
46,409,928 |
|
905,830 |
|
|
5,014,311 |
Nicholas S. Green |
|
46,532,784 |
|
782,974 |
|
|
5,014,311 |
Richard B. Hancock |
|
46,527,189 |
|
788,569 |
|
|
5,014,311 |
Catherine J. Mackey, Ph.D. |
|
46,237,408 |
|
1,078,350 |
|
|
5,014,311 |
Gregory P. Sargen |
|
46,376,294 |
|
939,464 |
|
|
5,014,311 |
Jeanne A. Thoma |
|
46,307,438 |
|
1,008,320 |
|
|
5,014,311 |
Proposal No. 2: Ratification of Independent Registered Public
Accounting Firm
The Company’s stockholders ratified the
appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April
30, 2023. The votes were as follows:
Votes For |
|
Votes Against |
|
Abstain |
51,688,206 |
|
629,797 |
|
12,066 |
|
|
|
|
|
|
|
Proposal No. 3: To Approve, On an Advisory Basis, the Compensation
of the Named Executive Officers
The Company’s stockholders approved, on
an advisory basis, a non-binding resolution approving the compensation of the named executive officers as disclosed in the Company’s
Definitive Proxy Statement for its 2022 Annual Meeting of Stockholders. The votes were as follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
46,714,906 |
|
405,730 |
|
195,122 |
|
5,014,311 |
Proposal No. 4: To Approve an Amendment to the Company’s
Restated Certificate of Incorporation
The Company’s stockholders approved an amendment
to the Company’s Restated Certificate of Incorporation to limit the liability of specified executive officers of the Company. The
votes were as follows:
Votes For |
|
Votes Against |
|
Abstain |
|
Broker Non-Votes |
46,124,286 |
|
840,228 |
|
351,244 |
|
5,014,311 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following material is filed
as an exhibit to this Current Report on Form 8-K:
Exhibit
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.
|
|
AVID BIOSERVICES, INC. |
|
|
|
|
|
|
|
|
|
Date: October 21, 2022 |
By: |
/s/ Daniel R. Hart |
|
|
|
Daniel R. Hart |
|
|
|
Chief Financial Officer |
|
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