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): July 30, 2019
BioTime, Inc.
(Exact name of registrant as specified in charter)
| California | 1-12830 | 94-3127919 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS
Employer Identification No.) |
1010 Atlantic Avenue, Suite 102 Alameda, California |
94501 | |
| (Address of principal executive offices) | (Zip Code) |
(510) 521-3390
(Registrant’s telephone number, including area code)
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):
| ☐ | 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 each exchange on which registered | ||
| Common stock | BTX | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As further discussed in Item 5.07, below, the shareholders of BioTime, Inc. (the “Company”) approved an amendment to the Company’s 2012 Equity Incentive Plan to increase the number of common shares authorized for issuance thereunder from 16,000,000 to 24,000,000. A description of the terms of the Company’s 2012 Equity Incentive Plan, as amended, is included in the definitive proxy statement for the Company’s 2019 annual meeting of shareholders, which was previously filed with the Securities and Exchange Commission on June 14, 2019 (the “Proxy Statement”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting of shareholders on July 30, 2019. The following is a brief description of each matter voted on at the meeting and the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable.
| 1. | Shareholders elected eight directors to hold office until the 2020 annual meeting of shareholders and until their respective successors are duly elected and qualified, by the following votes: |
For |
Withheld |
Broker Non-Votes |
|||||
| Deborah Andrews | 59,945,977 | 1,608,836 |
60,084,099 |
||||
| Don M. Bailey | 60,036,601 |
1,518,212 |
60,084,099 | ||||
| Neal C. Bradsher | 58,712,744 |
2,842,069 |
60,084,099 |
||||
| Brian M. Culley | 60,030,702 |
1,524,111 |
60,084,099 |
||||
| Stephen C. Farrell | 59,895,730 |
1,659,083 |
60,084,099 |
||||
| Alfred D. Kingsley | 60,037,970 |
1,516,843 |
60,084,099 |
||||
| Michael H. Mulroy | 55,841,929 |
5,712,884 |
60,084,099 |
||||
| Angus C. Russell | 60,075,713 |
1,479,100 |
60,084,099 |
| 2. | Shareholders ratified the appointment of OUM & Co. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019, by the following votes: |
For |
Against |
Abstain |
Broker Non-Votes |
||||||
118,473,551 |
2,095,690 |
1,069,671 |
0 |
| 3. | Shareholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers as set forth in the Proxy Statement, by the following votes: |
For |
Against |
Abstain |
Broker Non-Votes |
||||||
54,716,837 |
5,113,632 |
1,724,344 |
60,084,099 |
| 4. | Shareholders approved an amendment to the Company’s 2012 Equity Incentive Plan to increase the number of common shares authorized for issuance thereunder from 16,000,000 to 24,000,000, by the following votes: |
For |
Against |
Abstain |
Broker Non-Votes |
||||||
57,744,302 |
3,523,629 |
286,882 |
60,084,099 |
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.
| BIOTIME, INC. | ||
| Date: July 30, 2019 | By: | /s/ Chase C. Leavitt |
| Name: | Chase C. Leavitt | |
| Title: | General Counsel and Corporate Secretary | |