Item
5.07 Submission of Matters to a Vote of Security Holders.
On
June 22, 2017, VBI Vaccines Inc. (the “Company”) held its 2017 Annual General and Special Meeting of Shareholders
(the “Annual Meeting”). At the Annual Meeting, the shareholders voted to: (1) elect seven directors; (2) approve,
on an advisory basis, the frequency of holding an advisory vote on executive compensation; (3) approve, on advisory basis, the
compensation of the Company’s named executive officers; (4) approve the appointment of EisnerAmper LLP as the Company’s
independent registered public accounting firm until the next annual meeting of shareholders and remuneration to be set by the
audit committee (the “Audit Committee”) of the board of directors of the Company; and (5) ratify and confirm common
share issuances to certain consultants of the Company. Each of these proposals is described in more detail in the Company’s
definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 11, 2017 (the “Proxy Statement”).
At
the beginning of the Annual Meeting, there were 30,823,557 common shares present at the Annual Meeting in person or by
proxy, which represented 76.94% 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 May 4, 2017 (the “Record Date”).
The
voting results on these proposals were as follows:
Proposal
1: Election of Seven Directors
Director
|
|
Votes For
|
|
|
Withheld
|
|
|
Broker Non-Votes
|
|
Jeff R. Baxter
|
|
|
18,824,959
|
|
|
|
124,636
|
|
|
|
11,836,452
|
|
Steven Gillis
|
|
|
18,832,243
|
|
|
|
117,352
|
|
|
|
11,836,452
|
|
Sam Chawla
|
|
|
18,887,663
|
|
|
|
61,932
|
|
|
|
11,836,452
|
|
Michel De Wilde
|
|
|
18,883,080
|
|
|
|
66,515
|
|
|
|
11,836,452
|
|
Adam Logal
|
|
|
18,889,427
|
|
|
|
60,168
|
|
|
|
11,836,452
|
|
Scott Requadt
|
|
|
18,869,072
|
|
|
|
80,523
|
|
|
|
11,836,452
|
|
Steven D. Rubin
|
|
|
18,635,750
|
|
|
|
313,845
|
|
|
|
11,836,452
|
|
Each
of the seven nominees for director was elected to serve until the next annual meeting of shareholders and until his successor
has been elected and qualified, or until his earlier death, resignation, or removal.
Proposal
2: Approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation
1 year
|
|
|
2 years
|
|
|
3 years
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
7,321,294
|
|
|
|
13,903
|
|
|
|
11,604,680
|
|
|
|
40,978
|
|
|
|
11,836,452
|
|
The
shareholders approved, on a non-binding, advisory basis, the frequency of holding an advisory vote on executive compensation every
3 years.
Proposal
3: Approve, on advisory basis, the compensation of our named executive officers
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
18,770,136
|
|
|
|
124,495
|
|
|
|
54,964
|
|
|
|
11,836,452
|
|
The
shareholders approved, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the
Proxy Statement.
Proposal
4: Approve the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm until the next
annual meeting of shareholders and remuneration to be set by the Audit Committee
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
30,706,404
|
|
|
|
0
|
|
|
|
79,643
|
|
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 remuneration to be set by the Audit Committee.
Proposal
5: Ratify and confirm common share issuances to certain VBI Vaccines Inc. consultants
Votes For
|
|
|
Votes Against
|
|
|
Abstentions
|
|
|
Broker Non-Votes
|
|
|
18,512,441
|
|
|
|
390,764
|
|
|
|
46,390
|
|
|
|
11,836,452
|
|
The
shareholders ratified and confirmed the common share issuances to certain consultants of the Company as disclosed in the Proxy
Statement.