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 14, 2019

 

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)

 


13215 Bee Cave Parkway

Suite 125, Galleria Oaks B

Austin, Texas 78738

 

(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 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 [   ]

 

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 June 14, 2019, 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 1,000,000 shares from an aggregate of 3,250,000 shares to 4,250,000 shares.  The Amendment had previously been approved by the Board of Directors of the Company on March 27, 2019, 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 12:00 p.m. local time on June 14, 2019 at 42-44 avenue de la Gare, L – 1610 Luxembourg, the Company’s stockholders voted on eight proposals.  The Company had 37,813,991 shares of common stock outstanding on April 22, 2019, the record date for the Annual Meeting, of which 25,503,856 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 April 29, 2019 (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 of Directors to hold office until the 2020 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

 

19,545,979

 

 

209,811

 

 

5,748,066

Dr. Martin Faulkes

 

19,537,129

 

 

218,661

 

 

5,748,066

Guy Innes

 

19,146,147

 

 

609,643

 

 

5,748,066

Dr. Alan Colman

 

19,192,879

 

 

562,911

 

 

5,748,066

Dr. Habib Skaff

 

19,193,029

 

 

562,761

 

 

5,748,066

Dr. Edward Futcher

 

19,192,879

 

 

562,911

 

 

5,748,066

 

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, 2019.  The voting results were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

25,464,514

 

0

 

39,342

 

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

19,659,545

 

26,634

 

69,611

 

5,748,066

 

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

19,186,518

 

440,172

 

129,100

 

5,748,066


1


 

 

Proposal 5: The Company’s stockholders did not approve the Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to provide for the election of a classified board of directors, as described in the Proxy Statement.  The voting results were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

18,512,583

 

1,105,513

 

137,694

 

5,748,066

 

Proposal 6: The Company’s stockholders did not approve the Restated Certificate to permit stockholder action only at a duly called annual or special meeting and to prohibit stockholder action by written consent or electronic transmission.  The voting results were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

18,634,248

 

1,102,578

 

18,964

 

5,748,066

 

Proposal 7: The Company’s stockholders did not approve the Restated Certificate to require that special meetings of stockholders be called (i) by the board of directors pursuant to a resolution approved by a majority of the board of directors, (ii) by the chairman of the board of directors, (iii) by the chief executive officer or (iv) by the president (in the absence of a chief executive officer), as described in the Proxy Statement.  The voting results were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

18,605,511

 

1,123,665

 

26,614

 

5,748,066

 

Proposal 8: The Company’s stockholders did not approve the Restated Certificate to prohibit director removal without cause and to allow removal with cause by the vote of the stockholders of at least 66-2/3% of all then outstanding shares of common stock of the Company, as described in the Proxy Statement. The voting results were as follows:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

18,516,255

 

1,090,041

 

149,494

 

5,748,066

 

Item 9.01Financial Statements and Exhibits. 

 

(d) Exhibits. 

 

Exhibit Number

 

Description

 

10.1

 

2015 Stock Incentive Plan, as amended.


2


 

 

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:  June 18, 2019VolitionRx Limited 

 

By: /s/ Cameron Reynolds                                    

Cameron Reynolds 

Chief Executive Officer and President 


3


EXHIBIT INDEX

 

Exhibit Number

 

Description

 

10.1

 

2015 Stock Incentive Plan, as amended.