Attached files

file filename
EX-3.1 - EXHIBIT 3.1 - ANAVEX LIFE SCIENCES CORP.exhibit3-1.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): March 26, 2015

ANAVEX LIFE SCIENCES CORP.
(Exact name of registrant as specified in its charter)

Nevada 000-51652 98-0608404
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

51 West 52nd Street, 7th Floor, New York, NY USA 10019
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code 1-844-689-3939

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))

1



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

On March 26, 2015, Anavex Life Sciences Corp., a Nevada corporation (the “Company”), held a special meeting of stockholders (the “Meeting”) as prescribed in the Proxy Statement filed by the Company with the SEC on February 13, 2015. At the Meeting, as described under Item 5.07 below, the stockholders of the Company approved an amendment to the Company’s Articles of Incorporation to increase the Company’s authorized common stock, par value $0.001 per share (“Common Stock”), from 150,000,000 to 400,000,000 shares, which amendment became effective upon the filing of a Certificate of Amendment (“Amendment”) with the Secretary of State of Nevada on March 27, 2015.

The Amendment is attached and filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

At the Meeting, six (6) proposals were submitted for a vote of the Company’s stockholders and the related results are as follows:

Proposal No. 1: The election of Christopher Missling, Ph.D., Athanasios Skarpelos, Bernd Metzner, Ph.D. and Elliot Favus, M.D. for terms until the next annual meeting of stockholders or until each such director’s successor shall have been duly elected and qualified. The stockholders elected each of the four (4) directors by the following votes:

Director Votes For Votes Withheld Broker Non-Votes
Christopher Missling, Ph.D. 18,230,254 308,051 16,346,920
Athanasios Skarpelos 18,238,211 300,094 16,346,920
Bernd Metzner, Ph.D. 18,358,531 179,774 16,346,920
Elliot Favus, M.D. 15,532,631 3,005,674 16,346,920

Proposal No. 2: The approval of a non-binding advisory resolution approving the compensation of the Company’s named executive officers, as described in the “Executive and Director Compensation” section and compensation tables and narrative disclosure of the Company’s Proxy Statement. The stockholders approved the non-binding advisory resolution on executive compensation by the following votes:

Votes For

17,485,200

Votes Against

719,705

Abstentions

333,400

Broker Non-Votes

16,346,920

Proposal No. 3: The approval of a non-binding resolution regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers which could be held every year, every two (2) years or every three (3) years. The stockholders approved the non-binding advisory resolution regarding the frequency of future votes on executive compensation with respect to every three (3) years as follows:

1 Year

5,178,888

2 Years

1,064,988

3 Years

12,199,552

Abstentions

94,877

The Company has decided to set the frequency of future advisory votes on the compensation of the Company’s named executive officers at every three (3) years going forward.

Proposal No. 4: The stockholders ratified BDO USA, LLP as the Company’s independent registered public accounting firm by the following votes:

2



Votes For

34,446,371

Votes Against

277,823

Abstentions

161,031

Proposal No. 5: Charter amendment to increase the amount of shares of authorized Common Stock. The stockholders authorized the amendment of the Company’s Articles of Incorporation to increase the Company’s authorized Common Stock from 150,000,000 to 400,000,000 shares as follows:

Votes For

28,989,615

Votes Against

4,674,450

Abstentions

1,221,160

Broker Non-Votes

0

Proposal No. 6: Regarding a vote to amend the Company’s Articles of Incorporation to authorize up to 10,000,000 shares of preferred stock of the Company, par value $0.001 per share. The stockholders did not submit enough affirmative votes to approve the amendment of the Company’s Articles of Incorporation as set forth in the proposal with respect to authorizing 10,000,000 shares of blank-check preferred stock of the Company:

Votes For

13,301,577

Votes Against

4,862,479

Abstentions

374,249

Broker Non-Votes

16,346,920


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1.

Certificate of Amendment to the Articles of Incorporation

3


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.

ANAVEX LIFE SCIENCES CORP.

/s/ Christopher Missling
Name: Christopher Missling, Ph.D.
Title: Chief Executive Officer
Date: March 30, 2015

4