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Share Name | Share Symbol | Market | Type |
---|---|---|---|
MEI Pharma Inc | NASDAQ:MEIP | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.06 | 3.08 | 3.35 | 3.185 | 3.06 | 3.08 | 11,077 | 23:47:24 |
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): December 1, 2016
MEI Pharma, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-50484 | 51-0407811 | ||
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
11975 El Camino Real, Suite 101, San Diego, California 92130
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (858) 792-6300
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):
☐ | 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 5.02 . Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 of this Current Report on Form 8-K, on December 1, 2016, at its Annual Meeting of Stockholders for the fiscal year ending June 30, 2017 (the Annual Meeting ), the stockholders of MEI Pharma, Inc. approved the Amended and Restated 2008 Stock Omnibus Equity Compensation Plan (the Plan ). The Plan was amended and restated to increase the number of shares of the Companys common stock, par value $0.00000002 per share ( Common Stock ), that may be subject to award from 6,686,000 shares to 10,186,000 shares and make certain other changes to the Plan terms.
For a description of the terms and conditions of the Plan, as amended and restated and approved by stockholders on December 1, 2016, see Description of the 2008 Equity Plan as Proposed to be Amended and Restated under Approval of Amended and Restated 2008 Stock Omnibus Equity Compensation Plan (Proposal No. 2) in the proxy statement for the Companys Annual Meeting, which description is incorporated herein by reference. The foregoing description of the amendment and restatement of the Plan and the description of the Plan contained in the proxy statement are each qualified in their entirety by reference to the full text of the Plan, as amended and restated, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In addition, Thomas M. Zech, the Companys Chief Financial Officer and Secretary, informed the Company of his intention to retire no later than June 30, 2017. The Company has initiated a search for a replacement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 1, 2016, the Company held its Annual Meeting. There were represented at the Annual Meeting, either in person or by proxy, 28,239,384 shares of Common Stock, out of a total number of 36,772,428 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Companys stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.
Proposal 1. Election of Directors. The following individuals, each of whom was named as a nominee in the Companys definitive proxy statement relating to the Annual Meeting, were elected by the Companys stockholders by a plurality of votes cast to serve a three-year term on the Companys Board of Directors which will expire at the Companys annual meeting of stockholders for fiscal year 2020. Information on the vote relating to each director standing for election is set forth below:
Nominee |
For | Withheld | Broker Non-Votes | |||||||||
Thomas C. Reynolds, M.D., Ph.D. |
8,930,786 | 648,252 | 18,660,346 | |||||||||
William D. Rueckert |
8,915,558 | 663,480 | 18,660,346 | |||||||||
Christine A. White, M.D. |
8,931,201 | 647,837 | 18,660,346 |
Proposal 2. Approval of Amended and Restated MEI Pharma, Inc. 2008 Stock Omnibus Equity Compensation Plan. Proposal 2 was to approve the Plan to increase the number of shares of Common Stock that may be subject awards and make certain other changes to the Plan terms. The proposal was approved.
For |
Against |
Abstain |
Broker Non-Votes |
|||
8,768,050 |
783,636 | 27,352 | 18,660,346 |
Proposal 3. Ratification of Appointment of Auditors. Proposal 3 was to ratify the appointment of BDO USA, LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2017. The proposal was approved.
For |
Against |
Abstain |
Broker Non-Votes |
|||
27,005,896 |
741,644 | 491,844 | 0 |
Proposal 4. Advisory Vote on Executive Compensation. Proposal 4 was to adopt an advisory resolution that the compensation paid to the Companys named executive officers, as disclosed in the proxy materials for the Annual Meeting, be approved in all respects. The proposal was approved.
For |
Against |
Abstain |
Broker Non-Votes |
|||
8,522,609 |
979,498 | 76,931 | 18,660,346 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
|
10.1 | Amended and Restated 2008 Stock Omnibus Equity Compensation Plan. |
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.
MEI PHARMA, INC. | ||
By: |
/s/ Daniel P. Gold |
|
Daniel P. Gold | ||
Chief Executive Officer |
Dated: December 2, 2016
Index to Exhibits
Exhibit No. |
Description |
|
10.1 | Amended and Restated 2008 Stock Omnibus Equity Compensation Plan. |
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