0001654954-17-005749.txt : 20170621 0001654954-17-005749.hdr.sgml : 20170621 20170621084536 ACCESSION NUMBER: 0001654954-17-005749 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170616 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170621 DATE AS OF CHANGE: 20170621 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TG THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001001316 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 363898269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32639 FILM NUMBER: 17922130 BUSINESS ADDRESS: STREET 1: 2 GANSEVOORT STREET, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 BUSINESS PHONE: (212) 554-4484 MAIL ADDRESS: STREET 1: 2 GANSEVOORT STREET, 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10014 FORMER COMPANY: FORMER CONFORMED NAME: MANHATTAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 20030310 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960703 8-K 1 v062117_8k.htm 8-K  
 
 
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 16, 2017
 
TG Therapeutics, Inc.
(Exact Name of Registrant as Specified in Charter)
 
Delaware
(State or Other Jurisdiction
of Incorporation)
001-32639
(Commission File Number)
 
36-3898269
(IRS Employer Identification No.)
 
2 Gansevoort Street, 9th Floor
New York, New York 10014
(Address of Principal Executive Offices)
 
(212) 554-4484
(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:
 
 ☐
Written communications pursuant to Rule 425 under the Securities Act.
 ☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act.
 ☐
Pre-commencement communications pursuant to Rule 14d-2b under the Exchange Act.
 ☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
 
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 5.07. Submission of Matters to a Vote of Security Holders.
 
TG Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders on Friday, June 16, 2017 at the offices of its legal counsel, Alston & Bird LLP, 90 Park Avenue, New York, New York 10016 at 9:30 a.m. Eastern Standard Time. Stockholders representing 44,891,432, or 67.19%, of the 66,816,455 shares entitled to vote were present in person or by proxy. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. At the annual meeting, Proposals 1 and 2 were approved. The proposals below are described in detail in the Company’s definitive proxy statement dated April 28, 2017 for the annual meeting.
 
The results are as follows:
 
Proposal 1
 
The following persons were nominated and elected directors:
 
Michael S.
Weiss
Laurence N.
Charney
William J.
Kennedy
Mark
Schoenebaum, MD
Yann
Echelard
Kenneth
Hoberman
Daniel
Hume
 
The shareholder voting for board members is summarized as follows:
 
Director
 
Votes For
 
Votes Withheld
 
Abstentions
 
Broker Non-Votes
Michael S. Weiss
 
25,416,450
 
2,225,953
 
0
 
17,249,029
 
Laurence N. Charney
 
20,977,007
 
6,665,396
 
0
 
17,249,029
 
William J. Kennedy
 
21,489,066
 
6,153,337
 
0
 
17,249,029
 
Mark Schoenebaum, MD
 
12,631,181
 
15,011,222
 
0
 
17,249,029
 
Yann Echelard
 
27,358,300
 
284,103
 
0
 
17,249,029
 
Kenneth Hoberman
 
27,360,700
 
281,703
 
0
 
17,249,029
 
Daniel Hume
 
27,356,601
 
285,802
 
0
 
17,249,029
 
 
All seven directors will serve on the board of directors of the Company (the “Board”) until the 2018 annual meeting.
 
Proposal 2
 
CohnReznick LLP was approved as the Company’s independent registered public accountant for the fiscal year ending December 31, 2017.
 
The votes cast were as follows:
 
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
44,561,151
 
122,439
 
207,842
 
0
 
 
 
 
 
 
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, 2017
 
 
By: /s/ Sean A. Power             
 
Sean A. Power
 
Chief Financial Officer