8-K 1 f8k061721_8k.htm FORM 8K CURRENT REPORT Form 8K Current Report

 

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)

 

 

 

 

Delaware

001-36833

91-1949078

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of Incorporation)

 

Identification Number)

 

 

13215 Bee Cave Parkway

Suite 125, Galleria Oaks B

Austin, Texas 78738

 

(Address of principal executive offices and Zip Code)

 

 

+1 (646) 650-1351

 

(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:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on which Registered

Common Stock

 

VNRX

 

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:

 

Nominee

Votes For

 

Votes

Withheld

 

Broker Non-Votes

Cameron Reynolds

 

17,154,583

 

 

13,933,634

 

 

8,001,774

Dr. Martin Faulkes

 

16,873,344

 

 

14,214,873

 

 

8,001,774

Guy Innes

 

14,410,655

 

 

16,677,562

 

 

8,001,774

Dr. Alan Colman

 

26,736,799

 

 

4,351,418

 

 

8,001,774

Dr. Phillip Barnes

 

17,056,002

 

 

14,032,215

 

 

8,001,774

Dr. Edward Futcher

 

26,233,872

 

 

4,854,345

 

 

8,001,774

Kim Nguyen

 

18,588,081

 

 

12,500,136

 

 

8,001,774

Richard Brudnick

 

18,597,785

 

 

12,490,432

 

 

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:

 

Votes For

 

Votes Against

 

Votes Abstained

38,676,340

 

388,668

 

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:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

16,889,132

 

14,143,159

 

55,926

 

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:

 

1 Year

 

2 Years

 

3 Years

 

Votes Abstained

18,942,499

 

40,026

 

28,830

 

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:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

18,186,114

 

12,722,156

 

179,947

 

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:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

13,617,196

 

17,276,294

 

194,727

 

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:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

13,649,062

 

17,164,773

 

274,382

 

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:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

13,802,687

 

17,027,486

 

258,044

 

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:

 

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

13,690,950

 

17,129,633

 

267,634

 

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.  

 

Exhibit

Number

 

Description

10.1

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.

 

 

 

VOLITIONRX LIMITED

 

Date: June 22, 2021                                       

By:

/s/ Cameron Reynolds                       

 

 

Cameron Reynolds

 

 

Chief Executive Officer & President

 

 

EXHIBIT INDEX

 

Exhibit

Number

 

Description

10.1

2015 Stock Incentive Plan, as amended