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 7, 2011
PROLOR BIOTECH, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
|
000-52691
|
20-0854033
|
||
(State or Other Jurisdiction of
Incorporation)
|
(Commission File
Number)
|
(IRS Employer Identification No.)
|
3 Sapir Street
Weizmann Science Park
Nes-Ziona, Israel 74140
|
(Address of Principal Executive Office)
|
Registrant’s telephone number, including area code (866) 644-7811
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:
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
ITEM 5.07 Submission of Matters to a Vote of Security Holders.
On June 7, 2011, PROLOR Biotech, Inc., a Nevada corporation (the “Company”), held its 2011 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
|
Proposal 1: Election of the directors named below, each of whom will serve until the 2012 Annual Meeting of Stockholders.
|
Votes “For”
|
Votes “Against”
|
Abstentions or Votes Withheld
|
Broker Non-Votes
|
|||||||||||||
Election of Directors:
|
||||||||||||||||
Phillip Frost, M.D.
|
29,565,135 | — | 89,776 | 11,252,120 | ||||||||||||
Fuad Fares, D. Sc.
|
28,564,650 | — | 1,090,261 | 11,252,120 | ||||||||||||
Marian Gorecki, Ph.D.
|
28,582,673 | — | 72,238 | 11,252,120 | ||||||||||||
Abraham (Avri) Havron, Ph.D.
|
29,580,123 | — | 74,788 | 11,252,120 | ||||||||||||
Jane H. Hsiao, Ph.D., M.B.A.
|
29,574,235 | — | 80,676 | 11,252,120 | ||||||||||||
Shai Novik, M.B.A.
|
28,594,487 | — | 1,060,424 | 11,252,120 | ||||||||||||
Steven D. Rubin
|
29,346,126 | — | 308,785 | 11,252,120 |
|
Proposal 2: Ratification of the appointment of Yarel + Partners CPA as the Company’s independent registered public accounting firm for the 2011 fiscal year.
|
Votes “For”
|
Votes
“Against”
|
Abstentions or
Votes Withheld
|
Broker Non-
Votes
|
|||||||||
40,737,776
|
169,105 | 150 | 0 |
|
Proposal 3: Approval of a non-binding advisory resolution regarding the compensation of the Company’s named executive officers.
|
Votes “For”
|
Votes
“Against”
|
Abstentions or
Votes Withheld
|
Broker Non-
Votes
|
|||||||||
29,562,087
|
90,973 | 1,851 | 11,252,120 |
|
Proposal 4: Vote on a non-binding advisory resolution regarding the frequency of the vote regarding the compensation of the Company’s named executive officers.
|
One Year
|
Two Years
|
Three Years
|
Abstentions or
Votes Withheld
|
Broker Non-
Votes
|
||||||||||||
1,383,553
|
23,347 | 28,207,660 | 40,351 | 11,252,120 |
The Company has considered the non-binding advisory resolution adopted by the Company’s stockholders at the Annual Meeting as to the frequency of the non-binding advisory vote to approve the Company’s executive compensation, and the Company has determined that it will hold a non-binding advisory vote on executive compensation every three years, as the Company’s stockholders have advised; therefore, the next non-binding advisory vote on the Company’s executive compensation will be no later than the Company’s 2014 annual meeting of stockholders.
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 9, 2011
|
By:
|
/s/ Shai Novik | |
Shai Novik
|
|||
President
|
|||