Attached files
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| EX-10.1 - WaferGen Bio-systems, Inc. | v197223_ex10-1.htm |
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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): September 16,
2010
WaferGen
Bio-systems, Inc.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-136424
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90-0416683
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(State
or other jurisdiction
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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7400
Paseo Padre Parkway
Fremont,
CA 94555
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94555
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (510)
651-4450
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Not
Applicable
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(Former
name or former address, if changed since last report.)
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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):
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*
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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*
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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*
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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*
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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At the
2010 Annual Meeting of Stockholders of WaferGen Bio-systems, Inc. (the
“Company,” “we,” “us” or “our”) held on September 16, 2010, the Company’s
stockholders approved an amendment to the WaferGen Bio-systems, Inc. 2008 Stock
Incentive Plan (the “2008 Plan”), which the Company’s stockholders originally
adopted on June 5, 2008 and amended on December 4, 2009.
The
amendment adds an additional 3,000,000 shares of our common stock to the 2008
Plan, for a total of 6,500,000 shares of our common stock available for issuance
under the 2008 Plan. Notwithstanding the foregoing, no more than 3,250,000
shares of our common stock may be granted pursuant to awards restricted stock
and restricted stock units. The number of shares of our common stock available
under the 2008 Plan will be subject to adjustment in the event of a stock split,
stock dividend or other extraordinary dividend, or other similar change in our
common stock or our capital structure.
A general
description of the principal terms of the 2008 Plan as amended is set forth
under the Caption “Proposal 2” in the Company’s Proxy Statement for the 2010
Annual Meeting of Stockholders filed with the Securities and Exchange Commission
on August 18, 2010, and is incorporated herein by reference. This description is
qualified in its entirety by the terms of the 2008 Plan, as amended, a copy of
which is filed as an exhibit with this Current Report.
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Item
5.07
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Submission
of Matters to a Vote of Security
Holders
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At the
Annual Meeting, the election of seven directors to the Board of Directors, a
proposal to approve an amendment the WaferGen Bio-system, Inc. 2008 Equity
Incentive Plan and a proposal to ratify Rowbotham & Company LLP as the
independent auditors for the fiscal year ending December 31, 2010 were the only
matters submitted to a vote.
The
following table sets forth the results of voting for the election of the Board
of Directors:
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Name
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Votes
For
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Votes
Withheld
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Broker
Non-Votes
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Alnoor
Shivji
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13,651,433
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41,565
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7,385,219
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Robert
Coradini
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13,651,433
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41,565
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7,385,219
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Robert
H. Hariri
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13,651,433
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41,565
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7,385,219
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R.
Dean Hautamaki
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13,316,943
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376,065
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7,385,219
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Mokoto
Kaneshiro
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13,325,943
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367,065
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7,385,219
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Joel Kanter
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13,316,943
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376,065
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7,385,219
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Nadine
C. Smith
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13,316,943
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376,065
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7,385,219
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The
following results represent the votes cast for the amendment to the WaferGen
Bio-systems, Inc. 2008 Equity Incentive Plan:
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Votes
For
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Votes Against
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Abstentions
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Broker
Non-Votes
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13,081,123
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603,285
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8,600
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7,385,219
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The
following results represent the vote cast for ratification of Rowbotham &
Company LLP as the independent auditors for the fiscal year ending December 31,
2010.
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Votes
For
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Votes
Against
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Abstentions
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20,688,414
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220,080
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169,733
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Item
9.01
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Financial
Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit
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Description
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10.1
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WaferGen
Bio-systems, Inc., 2008 Stock Incentive Plan, as
amended.
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2
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.
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WaferGen
Bio-systems, Inc.
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Date:
September 22, 2010
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By:
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/s/
Alnoor Shivji
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Alnoor
Shivji
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Chairman,
President and Chief Executive
Officer
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