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 22, 2017

 

VBI VACCINES INC.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada   000-37769   N/A

(State or other jurisdiction

of incorporation)

 

(Commission File

Number)

 

(IRS Employer

Identification No.)

 

222 Third Street, Suite 2241

Cambridge, Massachusetts

  02142
(Address of principal executive offices)   (Zip Code)

 

(617) 830-3031

(Registrant’s telephone number, including area code)

 

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:

 

[  ] 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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

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

 

On June 22, 2017, VBI Vaccines Inc. (the “Company”) held its 2017 Annual General and Special Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders voted to: (1) elect seven directors; (2) approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation; (3) approve, on advisory basis, the compensation of the Company’s named executive officers; (4) approve the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders and remuneration to be set by the audit committee (the “Audit Committee”) of the board of directors of the Company; and (5) ratify and confirm common share issuances to certain consultants of the Company. Each of these proposals is described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 11, 2017 (the “Proxy Statement”).

 

At the beginning of the Annual Meeting, there were 30,823,557 common shares present at the Annual Meeting in person or by proxy, which represented 76.94% of the outstanding common shares entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business. Holders of the Company’s common shares were entitled to one vote for each share held as of the close of business on May 4, 2017 (the “Record Date”).

 

The voting results on these proposals were as follows:

 

Proposal 1: Election of Seven Directors

 

Director  Votes For   Withheld   Broker Non-Votes 
Jeff R. Baxter   18,824,959    124,636    11,836,452 
Steven Gillis   18,832,243    117,352    11,836,452 
Sam Chawla   18,887,663    61,932    11,836,452 
Michel De Wilde   18,883,080    66,515    11,836,452 
Adam Logal   18,889,427    60,168    11,836,452 
Scott Requadt   18,869,072    80,523    11,836,452 
Steven D. Rubin   18,635,750    313,845    11,836,452 

 

Each of the seven nominees for director was elected to serve until the next annual meeting of shareholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal.

 

Proposal 2: Approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation

 

1 year   2 years   3 years   Abstentions   Broker Non-Votes 
 7,321,294    13,903    11,604,680    40,978    11,836,452 

 

The shareholders approved, on a non-binding, advisory basis, the frequency of holding an advisory vote on executive compensation every 3 years.

 

Proposal 3: Approve, on advisory basis, the compensation of our named executive officers

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 18,770,136    124,495    54,964    11,836,452 

 

The shareholders approved, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement.

 

Proposal 4: Approve the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders and remuneration to be set by the Audit Committee

 

Votes For   Votes Against   Abstentions 
 30,706,404    0    79,643 

 

The shareholders approved the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders and remuneration to be set by the Audit Committee.

 

Proposal 5: Ratify and confirm common share issuances to certain VBI Vaccines Inc. consultants

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 18,512,441    390,764    46,390    11,836,452 

 

The shareholders ratified and confirmed the common share issuances to certain consultants of the Company as disclosed in the Proxy Statement.

 

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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.

 

  VBI Vaccines Inc.
     
Date: June 28, 2017 By: /s/ Jeff Baxter
    Jeff Baxter
    President and Chief Executive Officer

 

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