8-K 1 a19-11206_18k.htm 8-K

 

 

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 6, 2019

 

Trovagene, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35558

 

27-2004382

(State or other jurisdiction

 

(Commission File

 

IRS Employer

of incorporation or organization)

 

Number)

 

Identification No.)

 

11055 Flintkote Avenue

San Diego, CA 92121

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (858) 952-7570

 

 

(Former name or former address, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class:

 

Trading Symbol(s)

 

Name of each exchange on which registered:

Common Stock

 

TROV

 

Nasdaq Capital Market

 

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:

 

o                      Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                      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 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 o

 

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.  o

 

 

 

 

Item 5.07                   Submission of Matters to a Vote of Security Holders

 

On June 6, 2019, Trovagene, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”).  A total of 3,574,441 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Definitive Proxy Statement, filed with the Securities and Exchange Commission on April 19, 2019, as supplemented, are as follows:

 

Proposal 1.  All of the five (5) nominees for director were elected to serve until the 2020 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified, or until such director’s earlier resignation, removal or death. The result of the votes to elect the five (5) directors was as follows:

 

Directors

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

Thomas H. Adams

 

931,161

 

0

 

34,368

 

2,608,912

 

Gary S. Jacob

 

890,762

 

0

 

74,767

 

2,608,912

 

Dr. Rodney Markin

 

895,322

 

0

 

70,207

 

2,608,912

 

John Brancaccio

 

889,170

 

0

 

76,359

 

2,608,912

 

Dr. Athena Countouriotis

 

764,381

 

0

 

201,148

 

2,608,912

 

 

Proposal 2. The appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for its fiscal year ended December 31, 2019 was ratified and approved by the stockholders by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

3,412,588

 

126,346

 

35,507

 

0

 

 

Proposal 3.  The adoption of an amendment to the Company’s 2014 Equity Incentive  Plan to increase the number of shares of common stock reserved for issuance thereunder to 1,243,056 from 243,056 was approved by the stockholders by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

653,791

 

295,523

 

16,215

 

2,608,912

 

 

Proposal 4.   The compensation of the Company’s named executive officers was approved by the stockholders, on an advisory basis, by the votes set forth in the table below:

 

For

 

Against

 

Abstain

 

Broker Non Vote

 

827,836

 

87,822

 

49,871

 

2,608,912

 

 

Proposal 5.   A three-year frequency with which the Company should conduct future stockholder advisory votes on named executive compensation was approved by the stockholders by the votes set forth in the table below:

 

1 Year

 

2 Year

 

3 Years

 

Broker Non Vote

 

301,979

 

31,087

 

622,071

 

2,619,304

 

 

Based on these results and consistent with the Company’s recommendation, the Company’s Board of Directors has adopted a policy to hold an advisory vote on the compensation of the Company’s named executive officers every three years, until the next advisory vote on the frequency of stockholder votes on the compensation of the Company’s named executive officers.

 

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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.

 

Dated:         June 6, 2019

 

 

 

TROVAGENE, INC.

 

 

 

 

 

 

By:

/s/ Thomas Adams

 

 

Thomas Adams

 

 

Chief Executive Officer

 

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