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): November 22, 2013
GENVEC, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-24469 | 23-2705690 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of Incorporation) | File Number) | Identification No.) |
| 65 West Watkins Mill Road, Gaithersburg, Maryland | 20878 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (240) 632 0740
| (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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
INFORMATION TO BE INCLUDED IN THE REPORT
Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) GenVec, Inc. 2011 Omnibus Incentive Plan
On November 22, 2013, at the 2013 Annual Meeting of Stockholders (the “2013 Annual Meeting”) of GenVec, Inc. (the “Company”), the stockholders approved an amendment (the “Amendment”) to the GenVec, Inc. Omnibus Incentive Plan (the “2011 Plan”) to increase the number of shares of common stock that are available to be issued through grants or awards made thereunder or through the exercise of options granted thereunder by 500,000 shares. Descriptions of the Amendment and the 2011 Plan are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 16, 2013, in the section entitled “Proposal 2 Approval of Increase in Award Shares and the Material Terms for Payment of Performance-Based Compensation,” which is incorporated in this report by reference. This description is qualified in its entirety by reference to the copy of the Amendment that is attached as Exhibit 10.1 to this current report on Form 8-K and the copy of the 2011 Plan that is attached as Exhibit 10.3 to the Company’s quarterly report on Form 10-Q filed on November 12, 2013.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2013 Annual Meeting was held on November 22, 2013. The proposals voted on at the 2013 Annual Meeting are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 16, 2013. Results of votes with respect to those proposals are as follows:
Proposal 1
To elect two directors to the Company’s Board of Directors, each to serve a three-year term or until their successors are qualified and elected. The votes regarding these nominees were as follows:
| Nominee | For | Withheld | Broker Non-Votes |
| Zola P. Horovitz, Ph.D. | 2,158,507 | 2,431,710 | 5,896,313 |
| William N. Kelley, M.D. | 3,544,238 | 1,045,979 | 5,896,313 |
Proposal 2
To approve an increase to the number of shares of the Company’s Common Stock available for issuance under the GenVec, Inc. 2011 Omnibus Incentive Plan by 500,000 shares and to approve the material terms for payment of performance-based compensation under the 2011 Plan as required by Section 162(m) of the Internal Revenue Code. The votes regarding this proposal were as follows:
| 2 |
| For | Against | Abstain | Broker Non-Votes |
| 3,886,230 | 653,998 | 49,989 | 5,896,313 |
Proposal 3
To ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013. The votes regarding this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes |
| 9,704,006 | 697,693 | 84,831 | 0 |
Section 8 – Other Events
Section 8.01 Other Events.
On November 22, 2013, the Board of Directors of the Company elected Wayne T. Hockmeyer, Ph.D., as the Chairman of the Board of Directors. Dr. Hockmeyer is replacing Zola P. Horovitz, Ph.D., who determined not to stand for reelection as Chairman but will continue to serve on the Board of Directors.
In connection with our 2013 Annual Meeting, our Board of Directors determined not to make its regular annual grant of options to our non-employee directors, other than the grant to Stefan Loren, Ph.D., who recently joined the Board of Directors in September 2013. The policy of the Board of Directors for compensation of non-employee directors provides that upon becoming a director, each director receives an option to purchase 20,000 shares of Common Stock that is exercisable ratably over a four-year period, and after our annual meeting of stockholders each year, each director receives an annual grant of an option to purchase 15,000 shares of Common Stock. In the case of the Chairman of the Board, the annual grant is of an option to purchase 22,500 shares of Common Stock.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Amendment to GenVec, Inc. 2011 Omnibus Incentive Plan
| 3 |
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.
| GENVEC, INC. | ||
| Date: November 27, 2013 | By: | /s/ Douglas J. Swirsky |
| Douglas J. Swirsky | ||
| President and Chief Executive Officer | ||
| 4 |
Exhibit 10.1
Amendment to
GenVec, Inc. 2011 Omnibus Incentive Plan
The GenVec, Inc. 2011 Omnibus Incentive Plan (the “Plan”) is hereby amended as follows:
1. Section 4.1 of the Plan is hereby amended in its entirety to read as follows:
“Subject to adjustment as provided under the Plan, the total number of shares of Stock that are available for Awards under the Plan shall be equal to the sum of (i) one million four hundred forty thousand (1,440,000) shares of Stock, (ii) the number of shares of Stock available for awards under the Prior Plan as of the Effective Date and (iii) the number of shares of Stock subject to awards outstanding under the Prior Plan as of the Effective Date which thereafter (a) terminate by expiration, forfeiture, cancellation, or otherwise without the issuance of such shares of Stock, (b) are settled in cash in lieu of such shares of Stock or (c) are exchanged for the Committee’s permission, before the issuance of such shares of Stock, for compensatory awards not involving shares of Stock. Such shares of Stock may be authorized and unissued shares or treasury shares or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the authorized shares of Stock may be used for any type of Award under the Plan, and any or all of the shares of Stock may be allocated to Incentive Stock Options.”
2. Except as amended above, the Plan shall remain in full force and effect.
IN WITNESS WHEREOF, GenVec, Inc. has executed this amendment to the Plan, as of this 22nd day of November, 2013.
| GENVEC, INC. | ||
| By: | /s/ Douglas J. Swirsky | |
| Name: | Douglas J. Swirsky | |
| Title: | President and Chief Executive Officer | |