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 27, 2013

 

CombiMatrix Corporation

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33523

 

47-0899439

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

310 Goddard, Suite 150, Irvine, CA

 

92618

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code (949) 753-0624

 

N/A

(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.

 

The Company held its 2013 annual meeting of stockholders on June 27, 2013. The following proposals were approved according to the following final voting results:

 

1.              To elect the six (6) directors named in the proxy statement to serve until the 2014 annual meeting of stockholders and until their successors have been duly elected and qualified:

 

Director Candidate

 

For

 

Withheld

 

Broker Non-Votes

 

 

 

 

 

 

 

 

 

Mark McDonough

 

430,488

 

20,945

 

1,440,750

 

R. Judd Jessup

 

424,089

 

27,344

 

1,440,750

 

Richard D. Hockett, Jr., M.D.

 

429,418

 

22,015

 

1,440,750

 

Scott Gottlieb, M.D.

 

441,349

 

10,084

 

1,440,750

 

Wei Richard Ding

 

422,633

 

28,800

 

1,440,750

 

Jeremy M. Jones

 

441,506

 

9,927

 

1,440,750

 

 

2.              To ratify the terms and issuance of the Company’s Series B 6% Convertible Preferred Stock (“Series B Stock”), and to approve the issuance of such number of shares of Common Stock issuable upon conversion of the Series B Stock, including shares issuable pursuant to the anti-dilution and redemption provisions of the Series B Stock, exceeding 19.99% of outstanding Common Stock:

 

For

 

382,675

 

84.77

%

Against

 

58,600

 

12.98

%

Abstain

 

10,158

 

2.25

%

Broker Non-Votes

 

1,440,750

 

 

 

3.              To ratify the terms and issuance of the Company’s Series C 6% Convertible Preferred Stock (“Series C Stock”), and to approve the issuance of such number of shares of Common Stock issuable upon conversion of the Series C Stock and upon exercise of certain warrants issued to the purchasers of the Series C Stock, including shares issuable pursuant to the anti-dilution and dividend provisions of the Series C Stock, exceeding 19.99% of outstanding Common Stock:

 

For

 

384,005

 

85.06

%

Against

 

57,561

 

12.75

%

Abstain

 

9,867

 

2.19

%

Broker Non-Votes

 

1,440,750

 

 

 

4.              To approve on an advisory basis the compensation of the Company’s named executive officers:

 

For

 

393,982

 

87.27

%

Against

 

55,970

 

12.40

%

Abstain

 

1,481

 

0.33

%

Broker Non-Votes

 

1,440,750

 

 

 

5.              To approve on an advisory basis the frequency of conducting future stockholder advisory votes on named executive officer compensation:

 

One Year

 

61,547

 

Two Years

 

42,331

 

Three Years

 

344,210

 

Abstain

 

3,345

 

Broker Non-Votes

 

1,440,750

 

 

6.              To approve the amendment and restatement of the Company’s 2006 Stock Incentive Plan to increase the number of shares of Common Stock available for grant thereunder by 200,000 shares, from 655,721 shares to 855,721 shares:

 

For

 

368,507

 

81.63

%

Against

 

80,836

 

17.91

%

Abstain

 

2,090

 

0.46

%

Broker Non-Votes

 

1,440,750

 

 

 

7.              To ratify the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for 2013:

 

For

 

1,795,780

 

94.90

%

Against

 

36,615

 

1.94

%

Abstain

 

59,788

 

3.16

%

Broker Non-Votes

 

0

 

 

 

In light of the advisory voting results with respect to the frequency of future stockholder advisory votes on named executive officer compensation, the Company’s Board of Directors has decided that the Company will hold an advisory vote on the compensation of named executive officers every three years until the next required advisory vote on the frequency of future stockholder advisory votes on the compensation of named executive officers. The Company is required to hold advisory votes on frequency every six years.

 

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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.

 

 

 

COMBIMATRIX CORPORATION

 

 

(Registrant)

 

 

 

Dated: June 27, 2013

 

/s/ SCOTT R. BURELL

 

 

Scott R. Burell, Chief Financial Officer

 

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