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EX-99.1 - EX-99.1 - Unilife Corpd448031dex991.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 3, 2012 (November 29, 2012)

 

 

UNILIFE CORPORATION

(Exact name of Registrant as Specified in 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:

 

¨ 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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders

On November 29, 2012, 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.

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 2013 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

     36,950,413         1,324,051         6,785,025   

Jeff Carter

     36,414,906         1,859,558         6,785,025   

William Galle

     37,388,860         885,604         6,785,025   

John Lund

     37,330,534         943,930         6,785,025   

Mary Katherine Wold

     37,871,448         403,016         6,785,025   

Alan D. Shortall

     37,697,046         577,418         6,785,025   

Proposal No. 2—Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2013

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2013, was approved and the votes were cast as follows:

 

Votes cast        
For     Against     Abstain  
  44,650,235        344,269        64,985   

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  
  26,468,008        11,509,238        297,218        6,785,025   

Proposal No. 4—For the purposes of ASX Listing Rule 7.4 and for all other purposes, to ratify the issuance and sale by the Company of 6,154,000 shares of common stock (equivalent to 36,924,000 CHESS Depositary Interests (“CDI’s)) in an underwritten public offering pursuant to a shelf registration statement filed by the Company with the U.S. Securities and Exchange Commission and a prospectus supplement filed with the U.S. Securities and Exchange Commission on June 29, 2012 (“Prospectus Supplement”)

The ratification of the issuance and sale of 6,154,000 shares of common stock pursuant to a shelf registration statement filed with the U.S. Securities and Exchange Commission on June 29, 2012 was approved and the votes were cast as follows:


Votes cast              
                  Broker  
For     Against     Abstain     non-votes  
  37,306,982        855,402        112,080        6,785,025   

 

Item 7.01 Regulation FD Disclosure

During the annual meeting of stockholders on November 29, 2012, 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.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

99.1    PowerPoint Presentation for 2012 Annual Meeting


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 3, 2012

    By:   /s/ Alan Shortall
     

 

      Alan Shortall
      Chief Executive Officer


EXHIBIT INDEX

 

EXHIBIT

NUMBER

  

DESCRIPTION

99.1    PowerPoint Presentation for 2012 Annual Meeting