0001437749-13-009070.txt : 20130722 0001437749-13-009070.hdr.sgml : 20130722 20130722170216 ACCESSION NUMBER: 0001437749-13-009070 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130719 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20130722 DATE AS OF CHANGE: 20130722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Celsion CORP CENTRAL INDEX KEY: 0000749647 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 521256615 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15911 FILM NUMBER: 13979663 BUSINESS ADDRESS: STREET 1: 997 LENOX DRIVE STREET 2: SUITE 100 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 BUSINESS PHONE: (609) 896-9100 MAIL ADDRESS: STREET 1: 997 LENOX DRIVE STREET 2: SUITE 100 CITY: LAWRENCEVILLE STATE: NJ ZIP: 08648 FORMER COMPANY: FORMER CONFORMED NAME: CELSION CORP DATE OF NAME CHANGE: 19980515 FORMER COMPANY: FORMER CONFORMED NAME: CHEUNG LABORATORIES INC DATE OF NAME CHANGE: 19920703 8-K 1 clsn20130720_8k.htm FORM 8-K clsn20130720_8k.htm

 

 

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): July 19, 2013

 

 CELSION CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

  

001-15911

52-1256615

(State or Other Jurisdiction of Incorporation)

  

(Commission File Number)

(IRS Employer Identification No.)

 

997 Lenox Drive, Suite 100

Lawrenceville, NJ 08648-2311

(Address of principal executive offices, including zip code)

 

(609) 896-9100

(Registrant’s telephone number, including area code)

 

N/A

(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:

 

☐

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

 

At the Company’s 2013 Annual Meeting of Stockholders held on July 19, 2013 (the “Annual Meeting”), the following actions were taken. The proposals below are described in detail in the Company’s definitive proxy statement dated June 7, 2013 for the Annual Meeting.

 

Proposal No. 1

 

The nominees for election as Class III Directors, each for a three year term, were elected based upon the following vote:

 

Nominee

For

Withheld

Broker Non-Votes

Dr. Max E. Link

9,829,993

933,963

26,882,572

Mr. Michael H. Tardugno

9,826,375

937,581

26,882,572

 

In addition to the directors elected above, Dr. Augustine Chow, Mr. Frederick J. Fritz, Mr. Robert W. Hooper and Dr. Alberto Martinez continued to serve as directors after the Annual Meeting.

 

Proposal No. 2

 

The proposal to approve, on an advisory basis, the 2013 compensation of the Company’s named executive officers (“Say-on-Pay”), was approved based upon the following votes:

 

For

Against

Abstain

Broker Non-Votes

8,390,146

1,410,360

963,450

26,882,572

 

Proposal No. 3

 

The proposal to approve, on an advisory basis, the frequency by which future advisory votes on executive compensation will occur was approved for every three years based upon the following votes:

 

1 Year

2 Year

3 Year

Abstain

Broker Non-Votes

2,831,300

488,106

6,296,619

1,019,319

N/A

 

Proposal No. 4

 

The proposal to ratify the appointment of Stegman & Company as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013 was approved based upon the following votes:

 

For

Against

Abstain

Broker Non-Votes

35,152,177

1,065,685

1,428,666

N/A

 

Proposal No. 5

 

The proposal to grant discretionary authority to the Board of Directors to amend the Certificate of Incorporation of the Company, as amended, to effect, at any time on or prior to the date of the 2014 Annual Meeting of Stockholders, a reverse stock split at an exchange ratio within the specified range and to set the number of authorized shares effective immediately after the reverse stock split at 75 million shares was approved based upon the following votes:

 

For

Against

Abstain

Broker Non-Votes

27,905,721

9,268,539

472,268

N/A

 

 
 
 

 

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.

 

 

 

CELSION CORPORATION

   

Date:

July 22, 2013

By:

/s/ Jeffrey W. Church

 

Jeffrey W. Church

Senior Vice President and

Chief Financial Officer