Attached files
| file | filename |
|---|---|
| EX-99.1 CHARTER - Immune Therapeutics, Inc. | ex99_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): September 4, 2014
TNI BioTech, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 000-54933 | 59-3226705 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| or incorporation) | File Number) | Identification Number) |
37 North Orange Avenue, Suite 607, Orlando, Florida 32801
(Address of principal executive offices) (Zip Code)
(888) 613 - 8802
(Registrant’s telephone number, including area code)
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 (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 5.07 Submission of Matters to a Vote of Security Holders.
(a) On September 4, 2014, TNI BioTech, Inc. (the “Company”) held its 2014 Annual Meeting of Shareholders at the Citrus Club, 255 South Orange Avenue, Suite 1800, Orlando, Florida 32801 (the “Annual Meeting”). At the Annual Meeting, 68,872,388 votes were present in person or represented by proxy, which represented approximately 76.24% of the total outstanding eligible votes as of the record date of July 15, 2014.
(b) The following actions were taken at the Annual Meeting:
(1) The following seven nominees were elected to serve on the Company’s board of directors until the Company’s 2015 annual meeting of shareholders and until their successors are duly elected and qualified, based on the following votes:
| (1) |
| Name of Director Nominee | Votes For | Votes Abstain/Withheld | Broker Non-Votes | |||||||||
| Noreen Griffin | 58,503,463 | 366,269 | 9,069,664 | |||||||||
| Christopher Pearce | 56,548,522 | 2,481,210 | 8,909,664 | |||||||||
| Eugene Youkilis | 58,760,478 | 109,254 | 9,069,664 | |||||||||
| Joel Yanowitz | 58,540,678 | 329,054 | 9,069,664 | |||||||||
| Jay Goldstein | 58,832,778 | 36,954 | 9,069,664 | |||||||||
| Edward Teraskiewicz | 58,832,778 | 34,954 | 9,069,664 | |||||||||
| Roger Bozarth | 58,834,778 | 34,954 | 9,069,664 | |||||||||
Joel Yanowitz, Jay Goldstein, Edward Teraskiewicz and Roger Bozarth will assume their positions as directors of the Company commencing January 1, 2015.
(2) The TNI BioTech, Inc. 2014 Stock Incentive Plan was approved by the shareholders of the Company based on the following votes:
| Votes For | Votes Against | Votes Abstain | Broker Non-Votes |
|---|---|---|---|
| 58,770,966 | 85,266 | 13,500 | 9,069,664 |
(3) The selection of Turner Stone & Company LLP, as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014, was ratified based on the following votes:
| Votes For | Votes Against | Votes Abstain |
|---|---|---|
| 67,939,396 | 1,086,514 | 0 |
(4) An amendment to the Company’s Amended and Restated Articles of Incorporation, as amended, changing the name of the Company to Immune Therapeutics, Inc. was approved by the shareholders of the Company based on the following votes:
| Votes For | Votes Against | Votes Abstain |
|---|---|---|
| 68,872,388 | 153,524 | 0 |
Item 8.01 Other Events.
On September 9, 2014, the Company issued a press release announcing the completion and the results of the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Item 9.01 Exhibits.
(d) Exhibits.
99.1 Press Release dated September 9, 2014.
| (2) |
SIGNATURE
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.
TNI BioTech, Inc.
By: /s/ Noreen Griffin
Noreen Griffin, Chief Executive Officer
Date: September 9, 2014
| (3) |
EXHIBIT INDEX
| Exhibit No. | Description |
| 99.1 | Press Release issued by TNI BioTech, Inc. on September 9, 2014. |