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VBIV VBI Vaccines

Filed: 9 Jun 21, 8:00pm

 

 

 

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 9, 2021

 

VBI VACCINES INC.

(Exact name of registrant as specified in its charter)

 

British Columbia, Canada 001-37769 N/A

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

222 Third Street, Suite 2241

Cambridge, Massachusetts

 02142
(Address of principal executive offices) (Zip Code)

 

(617) 830-3031

(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
Common Shares, no par value per share VBIV The NASDAQ Stock Market 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.

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 9, 2021, VBI Vaccines Inc. (the “Company”) held its 2021 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 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 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 26, 2021 (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 162,568,059 common shares present at the Annual Meeting in person or by proxy, which represented 63.99% 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 16, 2021 (the “Record Date”).

 

The voting results on these proposals were as follows:

 

Proposal 1: Election of Seven Directors

 

Director Votes For  Withheld  Broker Non-Votes 
Steven Gillis  78,091,255   4,688,355   79,788,449 
Jeffrey R. Baxter  79,229,441   3,550,169   79,788,449 
Damian Braga  79,458,608   3,321,002   79,788,449 
Joanne Cordeiro  79,475,105   3,304,506   79,788,448 
Michel De Wilde  79,341,497  ��3,438,113   79,788,449 
Blaine H. McKee  81,662,697   1,116,913   79,788,449 
Christopher McNulty  79,581,672   3,197,938   79,788,449 

 

Each of the seven nominees for director was elected to serve until the next annual meeting of shareholders and until his successor has been elected and qualified, or until his earlier death, resignation, or removal.

 

Proposal 2: Approve the appointment of EisnerAmper LLP as the independent registered public accounting firm of the Company until the next annual meeting of shareholders and authorize the Audit Committee to fix EisnerAmper LLP’s remuneration

 

Votes For  Votes Against  Abstentions  Broker Non-Votes 
161,622,967   0   945,091   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.

 

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 9, 2021, 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 9, 2021
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 9, 2021By:/s/ Jeff Baxter
  Jeff Baxter
  President and Chief Executive Officer