Try our mobile app
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer Identification No.) |
of Incorporation) |
(Address of Principal Executive Offices)
(
(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:
Securities filed pursuant to Section 12(b) of the Act:
Title of Class | Trading Symbol(s) | Exchange Name |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described under Item 5.07 of this report, on June 16, 2021, the Company’s stockholders voted at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”) to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation increasing the maximum number of authorized shares of the Company’s stock to 175,000,000 shares of Common Stock (the “Amendment”).
On June 21, 2021, the Company filed a certificate of amendment (the “Certificate”) giving effect to the Amendment with the Secretary of State of the State of Delaware. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On Wednesday, June 16, 2021 at 9:30 a.m. Eastern Time, by means of an online meeting platform, the Company held its 2021 Annual Meeting. Stockholders representing 117,551,048, or 83.09%, of the 141,468,357 outstanding shares were present in person or by proxy, constituting a quorum. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. Each of the three proposals below are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2021 Annual Meeting, filed with the SEC on April 30, 2021. All three proposals were approved at the 2021 Annual Meeting.
The results are as follows:
Proposal 1
The votes with respect to the election of the seven directors to hold office until the 2021 annual meeting were as follows:
Director | Votes For | % Voted For | Votes Withheld | % Voted Withheld | Broker Non-Votes |
Michael S. Weiss | 75,012,349 | 78.76% | 20,234,755 | 21.24% | 22,289,742 |
Laurence N. Charney | 50,684,044 | 53.21% | 44,577,262 | 46.80% | 22,289,742 |
Yann Echelard | 30,330,239 | 31.84% | 64,931,067 | 68.16% | 22,289,742 |
Kenneth Hoberman | 44,339,333 | 46.54% | 50,921,973 | 53.46% | 22,289,742 |
Daniel Hume | 41,447,253 | 43.51% | 53,814,053 | 56.49% | 22,289,742 |
William J. Kennedy | 51,977,910 | 54.56% | 43,283,396 | 45.44% | 22,289,742 |
Sagar Lonial, MD | 37,185,288 | 39.04% | 58,076,018 | 60.96% | 22,289,742 |
Proposal 2
The vote with respect to an amendment to the Company’s Amended and Restated Certificate of Incorporation increasing the maximum number of authorized shares of the Company’s stock to 175,000,000 shares of Common Stock was as follows:
Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes |
115,045,448 | 2,342,642 | 162,958 | - |
Proposal 3
The vote with respect to the ratification of KPMG LLP as TG’s independent registered public accounting firm for the fiscal year ending December 31, 2021 was as follows:
Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes |
117,276,698 | 196,176 | 78,174 | - |
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.
TG THERAPEUTICS, INC. | ||
(Registrant) | ||
Date: June 21, 2021 | By: | /s/ Sean A. Power |
Name: | Sean A. Power | |
Title: | Chief Financial Officer | |
