UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 11, 2013
PHARMATHENE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32587 | 20-2726770 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Park Place, Suite 450, Annapolis, Maryland | 21401 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (410) 269-2600
(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. |
At the annual meeting of stockholders (the “Annual Meeting”) of PharmAthene, Inc. (the “Company”) held on June 11, 2013, the holders of the Company’s common stock voted to elect each of the following directors to serve until the next annual meeting and until his successor is duly elected and qualified:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||
| John Gill | 15,813,278 | 849,203 | 19,774,982 | |||
| Brian A. Markison | 15,869,072 | 793,409 | 19,774,982 | |||
| Joel McCleary | 15,870,772 | 791,709 | 19,774,982 | |||
| Eric I. Richman | 15,673,272 | 989,209 | 19,774,982 | |||
| Jeffrey W. Runge, M.D. | 15,877,357 | 785,124 | 19,774,982 | |||
| Mitchel Sayare, Ph.D. | 15,878,657 | 783,824 | 19,774,982 | |||
| Derace L. Schaffer, M.D. | 15,144,963 | 1,517,518 | 19,774,982 | |||
| Steven St. Peter, M.D. | 15,875,061 | 787,420 | 19,774,982 |
At the Annual Meeting, the Company’s stockholders also voted on the following proposals:
| Proposal | For | Against | Abstain | Broker Non-Votes | ||||
| To consider and provide an advisory (non-binding) vote to approve the compensation of the Company’s named executive officers as described in the proxy statement (the “Say-on-Pay Vote”) | 15,021,614 | 1,594,802 | 46,065 | 19,774,982 | ||||
| To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 | 35,570,688 | 3,809,413 | 57,362 | N/A |
Finally, at the Annual Meeting, the Company’s stockholders voted as follows on the proposal to consider and provide an advisory (non-binding) vote regarding the frequency of holding future Say-on-Pay Votes:
| Every 3 Years | Every 2 Years | Every Year | Abstain | Broker Non-Votes |
| 6,476,876 | 6,604,672 | 2,922,794 | 658,139 | 19,774,982 |
Accordingly, the Company will hold Say-on-Pay Votes every two years.
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.
|
PHARMATHENE, INC.
| ||
| Date: June 17, 2013 | By: | /s/ Jordan P. Karp |
|
Jordan P. Karp Senior Vice President and General Counsel | ||