UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
VBI VACCINES INC.
(Exact name of registrant as specified in its charter)
| N/A | ||||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 23, 2023, VBI Vaccines Inc. (the “Company”) held its 2023 Annual General Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the shareholders voted to: (1) elect the nominated directors of the Company to serve until the next annual meeting of shareholders or until the appointment or election and qualification of their successors; (2) approve the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders and to authorize the audit committee (the “Audit Committee”) of the board of directors of the Company to fix EisnerAmper LLP’s remuneration; (3) approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation; and (4) approve, on an advisory basis, the compensation of the Company’s named executive officers, as set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”). Each of these proposals is described in more detail in the Proxy Statement.
At the beginning of the Annual Meeting, there were 5,560,730 common shares present at the Annual Meeting in person or by proxy, which represented 64.60% of the outstanding common shares entitled to vote at the Annual Meeting and which constituted a quorum for the transaction of business. Holders of the Company’s common shares were entitled to one vote for each share held as of the close of business on April 26, 2023, the record date for the Annual Meeting.
The voting results on these proposals were as follows:
Proposal 1: Election of eight directors
| Director | Votes For | Withheld | Broker Non-Votes | |||||||||
| Steven Gillis | 2,149,267 | 384,590 | 3,026,873 | |||||||||
| Damian Braga | 2,277,929 | 255,931 | 3,026,870 | |||||||||
| Joanne Cordeiro | 2,327,969 | 205,888 | 3,026,873 | |||||||||
| Michel De Wilde | 2,276,500 | 257,357 | 3,026,873 | |||||||||
| Vaughn Himes | 2,284,875 | 248,982 | 3,026,873 | |||||||||
| Blaine H. McKee | 2,333,881 | 199,977 | 3,026,872 | |||||||||
| Jeffrey R. Baxter | 2,204,880 | 328,977 | 3,026,873 | |||||||||
| Nell Beattie | 2,253,500 | 280,358 | 3,026,872 | |||||||||
Each of the eight nominees for director was elected to serve until the next annual meeting of shareholders and until his or her successor has been elected and qualified, or until his or her earlier death, resignation, or removal.
Proposal 2: Approval of the appointment of EisnerAmper LLP as the independent registered public accounting firm of the Company until the next annual meeting of shareholders and to authorize the Audit Committee to fix EisnerAmper LLP’s remuneration
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 5,258,318 | 0 |
302,411 |
1 |
||||||||||
The shareholders approved the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm until the next annual meeting of shareholders and authorized the Audit Committee to fix EisnerAmper LLP’s remuneration.
Proposal 3: Approve, on an advisory basis, the frequency of holding an advisory vote on executive compensation
| 1 year | 2 years | 3 years | Abstentions | Broker Non-Votes | ||||||||||
894,686 |
23,280 | 1,557,082 | 57,353 | 3,028,329 | ||||||||||
The shareholders approved, on a non-binding, advisory basis, the frequency of holding an advisory vote on executive compensation every 3 years.
Proposal 4: Approve, on an advisory basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
2,262,957 |
230,128 | 40,773 | 3,026,872 | ||||||||||
The shareholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as set forth in the Proxy Statement.
The results reported above are final voting results. No other matters were considered or voted upon at the Annual Meeting.
Item 8.01 Other Events.
On June 23, 2023, the Company issued a press release announcing the voting results from the Annual Meeting. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated June 23, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| VBI Vaccines Inc. | ||
| Date: June 23, 2023 | By: | /s/ Jeffrey R. Baxter |
| Jeffrey R. Baxter | ||
| President and Chief Executive Officer | ||