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EX-3.1 - EXHIBIT 3.1 - STAR SCIENTIFIC INCv330497_ex3-1.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): 12/14/12

 

 

 

STAR SCIENTIFIC, INC.

(Exact name of registrant as specified in its charter)

 

 

 

         
Delaware   000-15324   52-1402131

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

4470 Cox Road

Glen Allen, Virginia 23060

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (804) 527-1970 

 

(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 (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))

 

 

 

 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On December 14, 2012, Star Scientific, Inc., a Delaware corporation (the “Company”), filed its Eighth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (as amended, the “Certificate of Incorporation”). The Certificate of Incorporation, formally approved by the Company’s stockholders on December 14, 2012, increases the total number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), that the Company is authorized to issue from 207,500,000 shares to 213,500,000 shares. The Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On December 14, 2012, the Company held the annual meeting of its stockholders. The Company previously filed with the Securities and Exchange Commission the proxy statement and related materials pertaining to this meeting. On the record date of October 29, 2012 there were 146,284,158 shares of Common Stock outstanding and eligible to vote.

 

Proposal 1: Election of Directors

 

Six nominees for the Board of Directors were elected to serve until the next annual meeting of stockholders or until their respective successors are elected and qualify or until their earlier removal or resignation. The tabulation of votes was:

 

Nominee

Votes For

Votes Against/Withheld

Broker Non-Votes

Christopher C. Chapman 56,985,903 1,843,928 64,509,562
Neil L. Chayet 55,243,386 3,586,445 64,509,562
Ralph B. Everett 57,123,436 1,706,395 64,509,562
Burton J. Haynes 57,068,978 1,760,853 64,509,562
Paul L. Perito 52,396,333 6,433,498 64,509,562
Jonnie R. Williams 56,779,994 2,049,837 64,509,562

 

 

Proposal 2: Approval of an Amendment to Certificate of Incorporation

 

The Company’s Eighth Amended and Restated Certificate of Incorporation, increasing the number of shares of Common Stock that the Company is authorized to issue from 207,500,000 to 213,500,000, was ratified as set forth below:

 

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Votes   For   Against   Abstain
123,339,393   112,954,150   7,242,241   3,143,002

 

 

Proposal 3: Approval of an Amendment to the 2008 Incentive Award Plan

 

The Company’s proposal to approve an amendment to the 2008 Incentive Award Plan (the “Plan”) to increase the number of shares of Common Stock authorized for issuance under the Plan from 14,900,000 to 16,900,000, was ratified as set forth below:

 

                 
Votes   For   Against   Abstain   Broker Non-Votes
123,339,393   53,154,505   5,294,489   380,837   64,509,562

 

 

Proposal 4: Ratification of the Appointment of Independent Auditor

 

The appointment of Cherry, Bekaert & Holland, L.L.P. as the Company’s independent auditor for the fiscal year ending December 31, 2012 was ratified as set forth below:

 

             
Votes   For   Against   Abstain
123,339,393   119,401,561   3,057,808   880,024

 

 

Proposal 5: Advisory Vote on Executive Compensation

 

An advisory resolution on the compensation of the Company’s named executive officers was ratified as set forth below:

 

                 
Votes   For   Against   Abstain   Broker Non-Votes
123,339,393   54,461,976   3,910,426   457,429   64,509,562

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

         
Exhibit No.     Description
  3.1     Eighth Amended and Restated Certificate of Incorporation of Star Scientific, Inc., dated December 14, 2012

 

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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.

 

         
  STAR SCIENTIFIC, INC.
 
 
Date: December 18, 2012 By:   /s/ Paul L. Perito    
    Paul L. Perito   
    Chairman of the Board, President and
Chief Operating Officer 
 

 

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