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 8, 2017

 

VolitionRx Limited

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36833

 

91-1949078

(State or other jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification Number)

 

 

1 Scotts Road

#24-05 Shaw Centre

Singapore 228208

 

 

(Address of principal executive offices and Zip Code)

 

 

 

+1 (646) 650-1351

 

 

(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 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-14(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 [   ]

 

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. [   ]



 

 

VOLITIONRX LIMITED

Form 8-K

Current Report

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. 

 

On September 8, 2017, VolitionRx Limited (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2015 Stock Incentive Plan (the “Plan”) to increase the number of shares available for issuance under the Plan by 750,000 shares from an aggregate of 1,750,000 shares to 2,500,000 shares. The Amendment had previously been approved by the Board of Directors of the Company on June 13, 2017, subject to the approval of the Company’s stockholders. The Plan, as amended by the Amendment, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amendment and the Plan does not purport to be complete and is qualified in its entirety by reference to such Exhibit 10.1. 

 

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

 

At the Annual Meeting held at 2:00 p.m. local time on September 8, 2017 at 42-44 avenue de la Gare, L – 1610 Luxembourg, the Company’s stockholders voted on four proposals. The Company had 26,503,700 shares of common stock outstanding on July 14, 2017, the record date for the Annual Meeting, of which 17,992,768 shares of common stock were present in person or represented by proxy at the Annual Meeting. The matters voted on at the Annual Meeting are described in more detail in the Company’s definitive proxy statement on Schedule 14A, which the Company filed with the Securities and Exchange Commission on July 24, 2017 (the “Proxy Statement”).

 

The following proposals were voted upon at the Annual Meeting and the final voting results with respect to each proposal are set forth below:

 

Proposal 1: The Company’s stockholders elected six members to the Board to hold office until the 2018 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. The voting results were as follows:

 

Nominee

 

Votes For

 

 

Votes Withheld

 

Broker Non-Votes

Cameron Reynolds

 

11,820,542

 

 

4,100

 

6,168,126

Dr. Martin Faulkes

 

11,820,542

 

 

4,100

 

6,168,126

Guy Innes

 

11,606,813

 

 

217,829

 

6,168,126

Dr. Alan Colman

 

10,626,897

 

 

1,197,745

 

6,168,126

Dr. Habib Skaff

 

11,606,813

 

 

217,829

 

6,168,126

Dr. Edward Futcher

 

11,606,813

 

 

217,829

 

6,168,126

 

Proposal 2: The Company’s stockholders ratified the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2017. The voting results were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

17,991,482

 

1,286

 

0

 

 

Proposal 3: The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. The voting results were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

11,724,560

 

32,700

 

67,382

 

6,168,126

 

Proposal 4: The Company’s stockholders approved an amendment to the Company’s 2015 Stock Incentive Plan. The voting results were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

11,701,276

 

121,366

 

2,000

 

6,168,126


Item 9.01Financial Statements and Exhibits. 

 

(d) Exhibits. 

 

Exhibit Number

 

Description

10.1

 

2015 Stock Incentive Plan, as amended.


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.

 

Date: September 12, 2017

 

VolitionRx Limited

 

 

 

 

 

By: /s/ Cameron Reynolds

 

 

Cameron Reynolds

 

 

Chief Executive Officer and President


EXHIBIT INDEX

 

Exhibit Number

 

Description

10.1

 

2015 Stock Incentive Plan, as amended.