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EX-99.1 - EXHIBIT 99.1 - RESPONSE BIOMEDICAL CORPex99-1.htm


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 13, 2016

  


 

RESPONSE BIOMEDICAL CORP.

(Exact name of registrant as specified in its charter)

 

Vancouver, British Columbia, Canada

 

000-50571

 

98 -1042523

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

1781 - 75th Avenue W.

Vancouver, British Columbia, Canada V6P 6P2

(Address of principal executive offices, including zip code)

 

(604) 456-6010

(Registrant’s telephone number, including area code)

 

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.

 

The Company held its Annual Meeting of Stockholders on June 13, 2016 to consider and vote on the matters listed below. The proposals are described in detail in the Proxy Statement filed with the Securities and Exchange Commission on May 13, 2016.

 

Proposal 1: Set the Board Size to Seven Directors and Election of Directors.

 

The proposal setting the size of the Board at seven directors was approved by our shareholders. Proxies were received as follows: 6,079,854 votes for, 30,681 votes against, no votes withheld, and no broker non-votes.

 

Based on the following votes, the individuals named below were each elected to serve as our directors until our next annual meeting of shareholders:

 

Name

 

Votes For

   

Votes Withheld

   

Broker Non-Votes

 

Dr. Anthony F. Holler, M.D.

    5,637,282       172,225       301,028  

Dr. Joseph D. Keegan, Ph.D.

    5,807,822       1,685       301,028  

Dr. Barbara R. Kinnaird, Ph.D.

    5,807,872       1,635       301,028  

Clinton H. Severson

    5,807,047       2,460       301,028  

Lewis J. Shuster

    5,807,822       1,685       301,028  

Dr. Peter A. Thompson, M.D.

    5,807,054       2,453       301,028  

Dr. Jonathan J. Wang, Ph.D.

    5,807,054       2,453       301,028  

 

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.

 

The audit committee of the Board approved the appointment of PricewaterhouseCoopers, LLP, or PwC, as the Company’s independent registered accounting firm and the Board’s wish to be authorized to set its remuneration.

 

Proxies were received as follows: 6,076,504 for, no votes against, 34,031 votes withheld, and no broker non-votes. The appointment of PwC was approved and the Board is authorized to fix its remuneration.

 

Proposal 3: Approval of Unallocated Options, Rights, and Other Entitlements Under the Amended Options Plan.

 

The proposal to approve all unallocated options, rights and other entitlements and the ability of the Company to continue granting options under its Amended and Restated 2008 Stock Option Plan until June 13, 2019 were approved.

 

Proxies were received as follows: 752,715 for, 7,449 votes against, no votes withheld, and 301,028 broker non-votes. 5,059,343 votes by insiders of the Company were not counted for purposes of this proposal.

 

Proposal 4: Approval of Unallocated Entitlements Under the Restricted Share Unit Plan (“RSU Plan”).

 

The proposal to approve all unallocated entitlements and the ability of the Company to continue granting Restricted Share Units under its RSU Plan until June 13, 2019 were approved.

 

Proxies were received as follows: 756,257 for, 3,907 votes against, no votes withheld, and 301,028 broker non-votes. 5,059,343 votes by insiders of the Company were not counted for purposes of this proposal.

 

Proposal 5: Approval of Unallocated Entitlements Under the Deferred Share Unit Plan (“DSU Plan”).

 

The proposal to approve all unallocated entitlements and the ability of the Company to continue granting Deferred Share Units under its DSU Plan until June 13, 2019 were approved.

 

 

 
 

 

 

Proxies were received as follows: 756,402 for, 3,762 votes against, no votes withheld, and 301,028 broker non-votes. 5,059,343 votes by insiders of the Company were not counted for purposes of this proposal.

 

Proposal 6: Approval of Non-Binding Advisory Vote on Executive Compensation.

 

The proposal to approve an advisory resolution to approve the Company’s executive compensation.

 

Proxies were received as follows: 5,806,512 for, 2,995 votes against, no votes withheld, and 301,028 broker non-votes.

  

Item 9.01

Financial Statements and Exhibits.

 

(d)    Exhibits.

 

Exhibit Number

 

Description

99.1

 

Press release, dated June 13, 2016

 

 

 
 

 

  

 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.

 

 

   

RESPONSE BIOMEDICAL CORP.

     
 

By: 

/s/William J. Adams

 
   

William J. Adams

Chief Financial Officer

 

Date: June 15, 2016

  

 

 
 

 

  

EXHIBIT INDEX

  

Exhibit Number

 

Description

99.1

 

Press release dated June 13, 2016