Unilife Corp - FORM 8-K - December 5, 2011

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EX-99.1 - EXHIBIT 99.1 - Unilife Corpc25454exv99w1.htm
 
 
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): December 5, 2011 (December 1, 2011)
UNILIFE CORPORATION
(Exact name of registrant as specified in its charter)
         
Delaware   001-34540   27-1049354
         
(State or other jurisdiction
of incorporation) 		  (Commission File Number)   (IRS Employer Identification No.)
     
250 Cross Farm Lane,
York, Pennsylvania 		   
17406
     
(Address of principal executive offices)   (Zip Code)
Registrant’s telephone number, including area code: (717) 384-3400
Not Applicable
(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:
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 December 1, 2011, Unilife Corporation held its annual meeting of stockholders in New York City, at which the following proposals were submitted to a vote of stockholders. The results of the votes are provided below. Under Australian Securities Exchange (“ASX”) rules, we are required to disregard votes cast on Proposals No. 5 through 12 by directors and their associates. The voting results indicated below for Proposals No. 5 through 12 exclude 4,440,622 shares cast by directors and their associates on those proposals.
Proposal No. 1 — The election of the persons named below as directors to hold office until our annual meeting of stockholders to be held in 2012 and until his or her successor is duly elected and qualified or until his or her earlier resignation or removal
All director nominees were elected and the votes cast were as follows:
                         
Director   For     Withheld     Broker non-votes  
Slavko James Joseph Bosnjak
     23,743,353       2,666,916       6,029,234  
Jeff Carter
     25,166,876       1,243,393       6,029,234  
William Galle
     24,153,592       2,256,677       6,029,234  
John Lund
     24,610,425       1,799,844       6,029,234  
Mary Katherine Wold
     26,056,656       353,613       6,029,234  
Marc S. Firestone
     26,055,800       354,469       6,029,234  
Alan D. Shortall
     25,496,041       914,228       6,029,234  
Proposal No. 2 — Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2012
The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2012, was approved and the votes were cast as follows:
         
Votes cast    
For   Against   Abstain
32,098,125
  216,238   125,140
Proposal No. 3 — Advisory vote regarding the approval of compensation paid to certain executive officers
The compensation of the Company’s named executive officers was approved, on an advisory basis, and the votes were cast as follows:
             
Votes cast       Broker
For   Against   Abstain   non-votes
22,188,789   3,535,099   686,381   6,029,234
Proposal No. 4 — Advisory vote regarding the frequency of stockholder approval of the compensation paid to certain executive officers
The votes cast on this proposal were as follows:
                 
Votes cast        
    Every   Every       Broker
Every year   two years   three years   Abstain   non-votes
12,011,375   1,668,868   11,396,460   1,333,566   6,029,234

 

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In light of the voting results with respect to this proposal, the Company has decided that it will hold an advisory vote on the compensation of its named executive officers every year.
Proposal No. 5 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 45,000 securities to Slavko James Joseph Bosnjak (which Mr. Bosnjak may elect to take in the form of shares of common stock or phantom stock units)
The grant to Mr. Bosnjak was approved and the votes were cast as follows:
             
Votes cast       Broker
For   Against   Abstain   non-votes
16,105,195   5,537,395   327,057   6,029,234
Proposal No. 6 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 45,000 securities to Jeff Carter (which Mr. Carter may elect to take in the form of shares of common stock or phantom stock units)
The grant to Mr. Carter was approved and the votes were cast as follows:
             
Votes cast       Broker
For   Against   Abstain   non-votes
16,260,219   5,394,782   314,646   6,029,234
Proposal No. 7 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval the grant of up to 45,000 securities to William Galle (which Mr. Galle may elect to take in the form of shares of common stock or phantom stock units)
The grant to Mr. Galle was approved and the votes were cast as follows:
             
Votes cast       Broker
For   Against   Abstain   non-votes
16,222,434   5,437,066   310,147   6,029,234
Proposal No. 8 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 45,000 securities to John Lund (which Mr. Lund may elect to take in the form of shares of common stock or phantom stock units)
The grant to Mr. Lund was approved and the votes were cast as follows:
             
Votes cast       Broker
For   Against   Abstain   non-votes
16,314,099   5,341,901   313,647   6,029,234

 

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Proposal No. 9 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 45,000 securities to Mary Katherine Wold (which Ms. Wold may elect to take in the form of shares of common stock or phantom stock units)
The grant to Ms. Wold was approved and the votes were cast as follows:
             
Votes cast       Broker
For   Against   Abstain   non-votes
16,328,849   5,325,651   315,147   6,029,234
Proposal No. 10 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 45,000 securities to Marc Firestone (which Mr. Firestone may elect to take in the form of shares of common stock or phantom stock units)
The grant to Mr. Firestone was approved and the votes were cast as follows:
             
Votes cast       Broker
For   Against   Abstain   non-votes
16,272,275   5,382,225   315,147   6,029,234
Proposal No. 11 — For the purposes of ASX Listing Rule 10.14 and for all other purposes, approval of the grant of up to 1,916,000 securities (in the form of 1,166,000 shares of restricted stock and 750,000 stock options) to Alan D. Shortall
The grant to Mr. Shortall was approved and the votes were cast as follows:
             
Votes cast       Broker
For   Against   Abstain   non-votes
15,183,097   6,354,190   432,360   6,029,234
Proposal No. 12 — For the purposes of ASX Listing Rule 7.2 (Exception 9) and for all other purposes, to approve the 2009 Stock Incentive Plan, as proposed to be amended
The proposed amendment to the 2009 Stock Incentive Plan was approved and the votes were cast as follows:
             
Votes cast       Broker
For   Against   Abstain   non-votes
15,852,588   5,518,225   598,834   6,029,234
Item 7.01 Regulation FD Disclosure
During the annual meeting of stockholders on December 1, 2011, Alan Shortall, the Company’s Chief Executive Officer, made a PowerPoint presentation summarizing the Company’s current business affairs. The presentation is attached hereto as Exhibit 99.1.

 

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Item 9.01 Financial Statements and Exhibits
(d) Exhibits
         
  99.1    
PowerPoint Presentation for 2011 Annual Meeting

 

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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.
         
  Unilife Corporation
 		  
Date: December 5, 2011  By:   /s/ Alan Shortall    
    Alan Shortall   
    Chief Executive Officer   

 

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EXHIBIT INDEX
         
EXHIBIT    
NUMBER   DESCRIPTION
 
  99.1    
PowerPoint Presentation for 2011 Annual Meeting

 

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Unilife Corp Reports