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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 22, 2013
IGI LABORATORIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
| 001-08568 |
| 01-0355758 | ||
(State or other jurisdiction of incorporation) |
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105 Lincoln Avenue Buena, New Jersey |
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(Address of principal executive offices) |
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Registrants telephone number, including area code: (856) 697-1441
Not Applicable
(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): | ||
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
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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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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03.
Material Modification to Rights of Security Holders.
On May 29, 2013, as approved by IGI Laboratories, Inc.s (the Company) stockholders, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock of the Company from 50,000,000 to 60,000,000 (the Certificate of Amendment).
A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07.
Submission of Matters to a Vote of Security Holders.
(a)
On May 22, 2013, the Company held its 2013 Annual Meeting of Stockholders (the Annual Meeting). At the Annual Meeting, 38,074,405 votes were present in person or represented by proxy, which represented 82.38% of the total outstanding eligible votes as of the record date of April 9, 2013.
(b)
The following actions were taken in the Annual Meeting:
(1)
The following six nominees were reelected to serve on the Companys Board of Directors (the Board) until the Companys 2014 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:
| Name of Director | Votes For | Votes | Broker |
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| Joyce Erony | 12,805,759 | 140,913 | 25,127,733 |
| Jason Grenfell-Gardner | 12,835,559 | 111,113 | 25,127,733 |
| James C. Gale | 12,807,759 | 138,913 | 25,127,733 |
| Michael Hemric | 12,821,337 | 125,335 | 25,127,733 |
| Narendra N. Borkar | 12,835,309 | 111,363 | 25,127,733 |
| Bhaskar Chaudhuri | 12,821,137 | 125,535 | 25,127,733 |
(2)
The amendment to the Companys Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 60,000,000, was approved, based on the following votes:
Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
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36,888,637 | 865,822 | 172,880 | 147,066 |
(3)
The selection of EisnerAmper LLP as the Companys independent registered public accounting firm for the fiscal year ending December 31, 2013, was ratified, based on the following votes:
Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
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37,848,970 | 30,288 | 195,146 | 0 |
(4)
The compensation of the Companys named executive officers as disclosed in the proxy statement for the Annual Meeting was approved, on advisory basis, based on the following votes:
Votes For | Votes Against | Votes Abstain | Broker Non-Vote |
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12,458,245 | 257,531 | 230,896 | 25,127,733 |
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(5)
A stockholder advisory vote on the compensation of the Companys named executive officers was recommended, on advisory basis, to be held each year, based on the following votes:
Every Year | Every Two Years | Every Three Years | Votes Abstain | Broker Non-Vote |
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11,280,614 | 1,147,380 | 98,093 | 253,660 | 25,127,733 |
(d)
Consistent with the recommendation of the Board in the Proxy Statement and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the earlier of (i) the next required vote on the frequency of such advisory vote, which is currently expected to be held at our 2014 annual meeting of stockholders; or (ii) such date that the Board decides to hold the next stockholder advisory vote on the frequency of such advisory votes.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
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3.1 |
| Certificate of Amendment to Amended and Restated Certificate of Incorporation of IGI Laboratories, Inc. |
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.
IGI LABORATORIES, INC.
Date: May 29, 2013 | By: /s/ Jenniffer Collins | |
| Name: | Jenniffer Collins |
| Title: | Chief Financial Officer |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
IGI LABORATORIES, INC.
IGI LABORATORIES, INC., a Delaware corporation (the Corporation), does hereby certify that:
FIRST: The name of the Corporation is IGI LABORATORIES, INC.
SECOND: The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 26, 1977. The original name at the time of incorporation was Pinnacle Mountain Labs, Inc. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 7, 2008.
THIRD: The Board of Directors of the Corporation (the Board), acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware (the DGCL), adopted resolutions amending the Corporations Amended and Restated Certificate of Incorporation as follows:
The first sentence of Fourth Article of the Corporations Amended and Restated Certificate of Incorporation is hereby amended and restated in its entirety to read as follows:
The total number of shares of stock which the Corporation is authorized to issue is 61,000,000, of which 60,000,000 shall be shares of Common Stock, $0.01 par value per share (Common Stock), and 1,000,000 shall be shares of Preferred Stock, $0.01 par value per share (Preferred Stock).
FOURTH: Thereafter, pursuant to a resolution of the Board, this Certificate of Amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Sections 222 and 242 of the DGCL.
IN WITNESS WHEREOF, the Corporation has caused this CERTIFICATE OF AMENDMENT to be signed by its Chief Financial Officer as of the 29th day of May, 2013.
IGI LABORATORIES, INC.
By: /s/ Jenniffer Collins
Name: Jenniffer Collins
Title: Chief Financial Officer