0001144204-17-020173.txt : 20170412 0001144204-17-020173.hdr.sgml : 20170412 20170412160530 ACCESSION NUMBER: 0001144204-17-020173 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170412 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events FILED AS OF DATE: 20170412 DATE AS OF CHANGE: 20170412 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Protalix BioTherapeutics, Inc. CENTRAL INDEX KEY: 0001006281 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 650643773 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33357 FILM NUMBER: 17758054 BUSINESS ADDRESS: STREET 1: 2 SNUNIT ST STREET 2: SCIENCE PARK, POB 455 CITY: CARMIEL STATE: L3 ZIP: 20100 BUSINESS PHONE: 972-4-988-9488 MAIL ADDRESS: STREET 1: 2 SNUNIT ST STREET 2: SCIENCE PARK, POB 455 CITY: CARMIEL STATE: L3 ZIP: 20100 FORMER COMPANY: FORMER CONFORMED NAME: ORTHODONTIX INC DATE OF NAME CHANGE: 19980422 FORMER COMPANY: FORMER CONFORMED NAME: EMBASSY ACQUISITION CORP DATE OF NAME CHANGE: 19960124 8-K 1 v464146_8k.htm FORM 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): April 12, 2017

 

 

 

Protalix BioTherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

         
Delaware   001-33357   65-0643773

(State or other jurisdiction

of incorporation)

 

   (Commission File Number)  

(IRS Employer

Identification No.)

 

2 Snunit Street  
Science Park, POB 455    
Carmiel, Israel   20100
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code +972-4-988-9488

 

 

(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 (see General Instruction A.2. below):

 

¨ 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))

 

 

 

 

 

 

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

 

The 2017 Annual Meeting of Stockholders of Protalix BioTherapeutics, Inc. (the “Company”) was held on April 12, 2017.

 

Set forth below, with respect to each such matter, are the number of votes cast for or against or withheld, as applicable, the number of abstentions and the number of broker non-votes.

 

(1)       Election of Directors

 


For
Withheld		 Broker
Non-Votes
Shlomo Yanai 35,190,098 6,120,657 24,013,342
Moshe Manor 34,675,377 6,635,378 24,013,342
Amos Bar Shalev 34,181,428 7,129,327 24,013,342
Zeev Bronfeld 35,555,532 5,755,223 24,013,342
Yodfat Harel Buchris 34,186,675 7,124,080 24,013,342
Aharon Schwartz, Ph.D. 34,233,859 7,076,896 24,013,342

 

(2)       Approval, on a non-binding, advisory basis, the compensation of the Company’s named executive officers

 


For
Against
Abstain		 Broker
Non-Votes
33,876,405 6,920,511 365,044 24,162,137

 

(3)       Approval, in accordance with Section 713(a) of the NYSE MKT Company Guide, the potential issuance of shares representing in excess of 19.9% of the Company’s pre-transaction total shares of common stock outstanding that may result from the conversion of, or payment of accrued interest on, the Company’s outstanding Convertible Notes

 


For
Against
Abstain		 Broker
Non-Votes
33,706,193 7,475,010 129,552 24,013,342

 

(4)       Approval of an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of shares of the Company’s common stock, par value $0.001 per share, authorized for issuance from 250,000,000 to 300,000,000

 


For
Against
Abstain		 Broker
Non-Votes
33,355,376 7,831,222 124,157 24,013,342

 

(5)       Ratification of the appointment of Kesselman & Kesselman

 

For Against Abstain  
64,109,289 1,099,302 115,506  

 

 

 

 

Item 8.01. Other Events

 

Reference is made to Item 5.07. As a result of the approval by the Company’s stockholders of proposal 3 described above, for purposes of the Company’s 7.5% convertible notes, April 12, 2017 is the Capped Combination Settlement Release Date as described in the Indenture dated as of December 7, 2016, between the Company, the guarantors party thereto, The Bank of New York Mellon Trust Company, N.A., as trustee and Wilmington Savings Fund Society, FSB, as collateral agent.

 

 

 

 

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.

 

 

  PROTALIX BIOTHERAPEUTICS, INC.  
       
Date: April 12, 2017 By:          /s/ Yossi Maimon  
  Name:      Yossi Maimon  
  Title: Vice President and  
       Chief Financial Officer