0001079973-15-000572.txt : 20150903 0001079973-15-000572.hdr.sgml : 20150903 20150903162648 ACCESSION NUMBER: 0001079973-15-000572 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150901 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150903 DATE AS OF CHANGE: 20150903 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Venaxis, Inc. CENTRAL INDEX KEY: 0001167419 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 841553387 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-33675 FILM NUMBER: 151092284 BUSINESS ADDRESS: STREET 1: 1585 S. PERRY STREET CITY: CASTLE ROCK STATE: CO ZIP: 80104 BUSINESS PHONE: (303) 794-2000 MAIL ADDRESS: STREET 1: 1585 S. PERRY STREET CITY: CASTLE ROCK STATE: CO ZIP: 80104 FORMER COMPANY: FORMER CONFORMED NAME: AspenBio Pharma, Inc. DATE OF NAME CHANGE: 20051110 FORMER COMPANY: FORMER CONFORMED NAME: ASPENBIO INC DATE OF NAME CHANGE: 20020213 8-K 1 appy_8k.htm FORM 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) September 1, 2015
 
Venaxis, Inc.
(Exact name of Registrant as specified in its charter)
 
Colorado
 
001-33675
 
84-155337
(State or other jurisdiction of incorporation or organization)
 
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
1585 South Perry Street
 Castle Rock, Colorado
  
80104
(Address of principal executive offices)
 
(Zip Code)
 
Registrant's telephone number, including area code:
 
(303) 794-2000
 



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 5.02.     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The annual meeting of shareholders of Venaxis, Inc. (the "Company") for 2015 was held on September 1, 2015 (the "Annual Meeting").  At the Annual Meeting, the shareholders approved an amendment (the "Amendment") to the Amended and Restated 2002 Stock Incentive Plan, as amended (the "Plan") to increase the number of shares of Common Stock reserved under the Plan from 3,673,127 to 5,673,127 shares.  A copy of the Amendment is attached to this Current Report on Form 8‑K as Exhibit 10.1 and incorporated herein by reference.
Item 5.07.    Submission of Matters to a Vote of Security Holders.
 
At the Annual Meeting, the total number of shares represented in person or by proxy was 22,325,624 of the 30,990,029 shares of Common Stock outstanding and entitled to vote at the Annual Meeting as of the record date, July 17, 2015.  The following matters were voted upon at the Annual Meeting:

1.            Election of Directors.  The following named persons were elected as Directors of the Company to serve until the next Annual Meeting of Shareholders in 2016 or until their successors are elected and qualified.  The votes cast were as follows:
     
Director Nominee
  
For
    
Vote Withheld
  
         
Stephen T. Lundy
    
3,685,816
      
316,276
  
Gail S. Schoettler
    
3,678,657
      
323,435
  
Susan A. Evans
    
3,680,604
      
321,488
  
Daryl J. Faulkner
    
3,578,386
      
423,706
  
David E. Welch
    
3,670,686
      
331,406
  
Stephen A. Williams
    
3,670,686
      
331,406
  

2.            Approval of Amendment to 2002 Stock Incentive Plan.  The shareholders voted to amend the Plan to increase the number of shares of Common Stock reserved under the Plan by 2,000,000 shares from 3,673,127 to 5,673,127 shares.  The shareholder vote was as follows:

3,239,172 votes
FOR the resolution
723,497 votes
AGAINST the resolution
39,423 votes
ABSTAIN
   
 
 
 
3.            Say on Pay.  The shareholders voted to approve, on an advisory basis, the compensation of the Company's named executive officers for 2014, as described in accordance with Regulation S-K, Item 402.  The shareholder vote was as follows:
3,396,161 votes
FOR the resolution
566,783 votes
AGAINST the resolution
39,148 votes
ABSTAIN
   
4.            Ratification of Independent Public Accountant.  The shareholders ratified the appointment of GHP Horwath, P.C. as the Company's independent registered public accounting firm for the financial statements audit for the fiscal year ending December 31, 2015.  The shareholder vote was as follows:
20,277,706 votes
FOR the resolution
1,865,129 votes
AGAINST the resolution
182,789 votes
ABSTAIN


Item 9.01.     Financial Statements and Exhibits.
 
(d)           Exhibits
 
Exhibits

10.1 Amendment to the Venaxis, Inc. Amended and Restated 2002 Stock Incentive Plan, as amended, of Venaxis, Inc., effective September 1, 2015.
 

 

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, thereunto duly authorized.

 
 
 
 
 
 
Venaxis, Inc.
(Registrant)
  
 
September 3, 2015
By:  
 /s/ Jeffrey G. McGonegal  
 
 
 
Name:  
Jeffrey G. McGonegal
 
 
 
Title:  
Chief Financial Officer
 
 
 
 

 
EXHIBIT INDEX
                     
Exhibit No. Description
 
10.1 Amendment to the Venaxis, Inc. Amended and Restated 2002 Stock Incentive Plan, as amended, of Venaxis, Inc., effective September 1, 2015.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 EX-10.1 2 ex10x1.htm EXHIBIT 10.1
 
Exhibit 10.1
 
VENAXIS, INC.
AMENDMENT TO AMENDED AND RESTATED 2002 STOCK INCENTIVE PLAN,
 AS AMENDED
EFFECTIVE SEPTEMBER 1, 2015
This Amendment No. 8, dated and effective September 1, 2015 (the "Amendment") is an amendment to the 2002 Stock Incentive Plan, as amended and restated on June 1, 2007, as amended (the "Plan"), of Venaxis, Inc., formerly known as AspenBio Pharma, Inc., a Colorado corporation (the "Company").  All capitalized terms used in this Amendment without definition have the meanings set forth in the Plan.
WHEREAS, Section 20(a) of the Plan authorizes the Board of Directors of the Company to make amendments to the Plan, subject to shareholder approval as required by law or agreement.
WHEREAS, on June 1, 2015, the Board approved an amendment to the Plan to increase the number of shares available for awards under the Plan from by 2,000,000 shares from 3,673,127 to 5,673,127 shares, and submitted the amendment to the Company's shareholders for approval at the annual meeting of shareholders held on September 1, 2015.
WHEREAS, on September 1, 2015, the shareholders approved the foregoing amendment to the Plan.
NOW, THEREFORE, intending to be legally bound, and in accordance with the approvals set forth in the WHEREAS clauses, which are incorporated by reference into this Amendment, the Company amends the Plan as follows:
1.            Section 4 of the Plan is deleted in its entirety and is replaced by the following:
"4.            The Common Stock. The Board is authorized to appropriate, issue and sell for the purposes of the Plan, and the Option Committee is authorized to grant Options and Rights to Purchase with respect to, a total number, not in excess of 5,673,127 shares of Common Stock, either treasury or authorized but unissued or the number and kind of shares of stock or other securities which in accordance with Section 16 of this Plan shall be substituted for the 5,673,127 shares or into which such 5,673,127 shares shall be adjusted. All or any unsold shares subject to an Option or Right to Purchase that for any reason expires or otherwise terminates may again be made subject to Options or Rights to Purchase under the Plan. No person may be granted Options or Rights to Purchase under this Plan covering in excess of an aggregate of 500,000 Option Shares and shares of Restricted Stock in any calendar year, subject to adjustments in connection with Section 16 of this Plan."
2.            Except as amended by this Amendment, the Plan continues in full force and effect.
3.            In the event of a conflict between this Amendment and the Plan, this Amendment shall govern.