8-K: Current report filing
Published on June 22, 2021
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): June 17, 2021
VolitionRx Limited
(Exact name of registrant as specified in its charter)
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Delaware |
001-36833 |
91-1949078 |
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(State or other jurisdiction |
(Commission File Number) |
(IRS Employer |
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of Incorporation) |
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Identification Number) |
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13215 Bee Cave Parkway Suite 125, Galleria Oaks B Austin, Texas 78738 |
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(Address of principal executive offices and Zip Code)
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+1 (646) 650-1351 |
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(Registrant’s telephone number, including area code) | ||
Not applicable
(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:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on which Registered |
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Common Stock |
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VNRX |
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NYSE American, LLC |
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. [ ]
VOLITIONRX LIMITED
Form 8-K
Current Report
Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On June 17, 2021, VolitionRx Limited (the “Company” held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s 2015 Stock Incentive Plan (the “Plan”) to increase the number of shares available for issuance under the Plan by 1,750,000 shares from an aggregate of 4,250,000 shares to 6,000,000 shares. The Amendment had previously been approved by the Board of Directors of the Company on March 31, 2021, subject to the approval of the Company’s stockholders. The Plan, as amended by the Amendment, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Amendment of the Plan does not purport to be complete and is qualified in its entirety by reference to such Exhibit 10.1.
Item 5.07Submission of Matters to a Vote of Security Holders.
At the Annual Meeting held at 11:00 a.m. local time on June 17, 2021 at 93-95 Gloucester Place, London, W1U 6JQ, United Kingdom, the Company’s stockholders voted on nine proposals. The Company had 52,892,713 shares of common stock outstanding on April 19, 2021, the record date for the Annual Meeting, of which 39,089,991 shares of common stock were present in person or represented by proxy at the Annual Meeting. The matters voted on at the Annual Meeting are described in more detail in the Company’s definitive proxy statement on Schedule 14A, which the Company filed with the Securities and Exchange Commission on April 29, 2021 (the “Proxy Statement”).
The following proposals were voted upon at the Annual Meeting and the final voting results with respect to each proposal are set forth below:
Proposal 1: The Company’s stockholders elected eight members to the Board of Directors to hold office until the 2022 annual meeting of stockholders and until their successors are duly elected and qualified, or until their earlier resignation or removal. The voting results were as follows:
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Nominee |
Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Cameron Reynolds |
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17,154,583 |
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13,933,634 |
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8,001,774 |
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Dr. Martin Faulkes |
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16,873,344 |
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14,214,873 |
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8,001,774 |
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Guy Innes |
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14,410,655 |
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16,677,562 |
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8,001,774 |
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Dr. Alan Colman |
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26,736,799 |
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4,351,418 |
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8,001,774 |
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Dr. Phillip Barnes |
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17,056,002 |
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14,032,215 |
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8,001,774 |
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Dr. Edward Futcher |
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26,233,872 |
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4,854,345 |
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8,001,774 |
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Kim Nguyen |
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18,588,081 |
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12,500,136 |
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8,001,774 |
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Richard Brudnick |
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18,597,785 |
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12,490,432 |
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8,001,774 |
Proposal 2: The Company’s stockholders ratified the selection of Sadler, Gibb & Associates, LLC as the Company’s independent registered public accounting firm for the year ending December 31, 2021. The voting results were as follows:
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Votes For |
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Votes Against |
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Votes Abstained |
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38,676,340 |
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388,668 |
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24,983 |
Proposal 3: The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. The voting results were as follows:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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16,889,132 |
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14,143,159 |
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55,926 |
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8,001,774 |
Proposal 4: The Company’s stockholders approved, on a non-binding advisory basis, the frequency for the future advisory votes on the compensation of our named executive officers as every “ONE YEAR”. The voting results were as follows:
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1 Year |
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2 Years |
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3 Years |
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Votes Abstained |
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18,942,499 |
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40,026 |
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28,830 |
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12,076,862 |
In accordance with the recommendation of the Board of Directors, the Company’s stockholders approved, on an advisory basis, one year as the frequency for holding future non-binding stockholder advisory votes to approve the compensation of the Company’s named executive officers. In light of such approval, the Company intends to hold a non-binding stockholder advisory vote on the compensation of the Company’s named executive officers on an annual basis until the next required vote on the frequency of holding a stockholder advisory vote to approve named executive officer compensation.
Proposal 5: The Company’s stockholders approved an amendment to the Company’s 2015 Stock Incentive Plan. The voting results were as follows:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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18,186,114 |
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12,722,156 |
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179,947 |
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8,001,774 |
Proposal 6: The Company’s stockholders did not approve the Third Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to provide for the election of a classified board of directors and grant to the Company’s board of directors the exclusive authority to fill vacancies on the board of directors. The voting results were as follows:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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13,617,196 |
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17,276,294 |
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194,727 |
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8,001,774 |
Proposal 7: The Company’s stockholders did not approve the Restated Certificate to permit stockholder action only at a duly called annual or special meeting and to prohibit stockholder action by written consent or electronic transmission. The voting results were as follows:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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13,649,062 |
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17,164,773 |
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274,382 |
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8,001,774 |
Proposal 8: The Company’s stockholders did not approve the Restated Certificate to require that special meetings of stockholders be called (i) by the board of directors pursuant to a resolution approved by a majority of the board of directors, (ii) by the chairman of the board of directors, (iii) by the chief executive officer, or (iv) by the president (in the absence of a chief executive officer). The voting results were as follows:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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13,802,687 |
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17,027,486 |
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258,044 |
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8,001,774 |
Proposal 9: The Company’s stockholders did not approve the Restated Certificate to prohibit director removal without cause and to allow removal with cause only by the vote of the stockholders of at least two-thirds (66-2/3%) of all then-outstanding shares of common stock of the Company. The voting results were as follows:
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Votes For |
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Votes Against |
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Votes Abstained |
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Broker Non-Votes |
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13,690,950 |
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17,129,633 |
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267,634 |
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8,001,774 |
No other matters were presented for consideration or stockholder action at the Annual Meeting.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description |
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2015 Stock Incentive Plan, as amended |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VOLITIONRX LIMITED
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Date: June 22, 2021 |
By: |
/s/ Cameron Reynolds |
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Cameron Reynolds |
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Chief Executive Officer & President |
EXHIBIT INDEX
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Exhibit Number |
Description |
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2015 Stock Incentive Plan, as amended |