WaferGen Bio-systems, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-53252
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90-0416683
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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7400 Paseo Padre Parkway, Fremont, CA
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94555
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(Address of principal executive offices)
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(Zip Code)
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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1.
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The stockholders elected seven directors to the Board of Directors to serve for one year terms until the 2015 annual meeting of the stockholders or until their successors are duly elected and qualified, with the votes cast as follows:
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Nominee
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For
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Withheld
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Broker Non-Votes
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||||
R. Dean Hautamaki
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4,727,269
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1,484
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274,494
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||||
Makoto Kaneshiro
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4,727,374
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1,379
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274,494
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||||
Joel Kanter
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4,727,353
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1,400
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274,494
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||||
William McKenzie
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4,727,715
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1,038
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274,494
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||||
Robert Schueren
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4,727,211
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1,542
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274,494
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Alnoor Shivji
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3,627,913
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1,100,840
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274,494
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Ivan Trifunovich
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4,727,694
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1,059
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274,494
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2.
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The stockholders approved the grant of discretionary authority to the Board of Directors to amend the Company’s Amended and Restated Articles of Incorporation to effect a reverse stock split of the outstanding shares of Common Stock of the Company, at any time within one year after stockholder approval is obtained, by a ratio of not less than one-for-two and not more than one-for-25, with the exact ratio to be set within this range as determined by the Board of Directors in its sole discretion, with votes cast as follows:
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For
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Against
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Abstain
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|||||
4,883,079
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107,090
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13,078
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3.
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The stockholders approved the amendment to the 2008 Plan, with votes cast as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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4,491,196
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237,349
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208
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274,494
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4.
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The stockholders ratified the appointment of SingerLewak LLP as the Company’s independent auditors for the fiscal year ending December 31, 2014 by the following vote:
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For
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Against
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Abstain
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|||||
5,000,708
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1,284
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1,255
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5.
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The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, with votes cast as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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4,556,219
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121,889
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50,645
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274,494
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6.
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The stockholders approved, on a non-binding advisory basis, the frequency of future advisory votes on the compensation paid to the Company’s named executive officers, with votes cast as follows:
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Every Year
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Every Two Years
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Every Three Years
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Abstain
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Broker Non-Votes
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4,245,048
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249,900
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208,478
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25,327
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274,494
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WaferGen Bio-systems, Inc.
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Date: May 30, 2014
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By:
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/s/ Stephen Baker |
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Name: Stephen Baker |
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Title: Chief Financial Officer |
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