UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 25, 2024, VBI Vaccines Inc. (the “Company”) held its 2024 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 and (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, as set forth in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 29, 2024 (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 13,879,327 common shares present at the Annual Meeting in person or by proxy, which represented 48.39% 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, 2024, 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 | 3,663,424 | 882,856 | 9,333,047 | |||||||||
| Damian Braga | 3,651,602 | 892,907 | 9,334,818 | |||||||||
| Joanne Cordeiro | 3,776,579 | 769,703 | 9,333,045 | |||||||||
| Michel De Wilde | 3,625,156 | 919,353 | 9,334,818 | |||||||||
| Vaughn Himes | 3,813,210 | 733,071 | 9,333,046 | |||||||||
| Blaine H. McKee | 3,778,849 | 767,432 | 9,333,046 | |||||||||
| Jeffrey R. Baxter | 3,685,583 | 858,927 | 9,334,817 | |||||||||
| Nell Beattie | 3,714,249 | 830,260 | 9,334,818 | |||||||||
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 | |||||||||
| 12,931,798 | 0 | 947,529 | 0 | |||||||||
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.
Item 8.01 Other Events.
On June 25, 2024, 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 25, 2024 | |
| 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 25, 2024 | By: | /s/ Jeffrey R. Baxter |
| Jeffrey R. Baxter | ||
| President and Chief Executive Officer | ||