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AASTROM BIOSCIENCES INC FILES (8-K) Disclosing Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

May 9, 2014



Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At its Annual Meeting of Stockholders held on May 7, 2014 (the "Annual Meeting"), the shareholders of Aastrom Biosciences, Inc., a Michigan corporation (the "Company"), voted to approve an amendment to the Company's Restated Articles of Incorporation, as amended (the "Articles"), to increase the number of shares of the Company's common stock authorized for issuance thereunder from 15,000,000 shares to 75,000,000 shares. Accordingly, on May 7, 2014, the Company filed a Certificate of Amendment to the Articles with the Michigan Department of Licensing and Regulatory Affairs.

A copy of the Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.

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

At the Annual Meeting, the shareholders of the Company voted on the following matters, which are described in detail in the Company's Proxy Statement ("Proxy Statement") filed with the U.S. Securities and Exchange Commission ("SEC") on March 27, 2014, as amended by the Supplement to Proxy Statement filed with the SEC on May 1, 2014: (i) to elect Robert L. Zerbe, Alan L. Rubino, Nelson M. Sims, Heidi Hagen, and Dominick C. Colangelo as directors of the Company to each serve for a one-year term expiring at the Company's annual meeting of shareholders in 2015 and until his or her successor has been elected and qualified ("Proposal 1"), (ii) to ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2014 ("Proposal 2"), (iii) to approve an amendment to the Articles to increase the shares of common stock authorized thereunder from 15,000,000 shares to 75,000,000 shares ("Proposal 3"), (iv) to approve the amendment and restatement of the 2009 Omnibus Incentive Plan (the "Incentive Plan"), including the reservation of an additional 375,000 shares for issuance thereunder and the re-approval of certain performance criteria under the Incentive Plan ("Proposal 4"), and (v) to hold an advisory vote approving the compensation of the named executive officers ("Proposal 5").

The Company's shareholders approved the nominees recommended for election in Proposal 1 at the Annual Meeting.

Shareholders voted for directors as follows:

Nominee For Abstain/Withheld Broker Non-Votes Robert L. Zerbe 1,555,213 91,355 2,927,220 Alan L. Rubino 1,558,929 87,639 2,927,220 Nelson M. Sims 1,561,608 84,960 2,927,220 Heidi Hagen 1,561,367 85,201 2,927,220 Dominick C. Colangelo 1,558,701 87,867 2,927,220



The Company's shareholders approved Proposal 2. The votes cast at the Annual Meeting were as follows: 4,357,023 voted for, 201,685 shares voted against and 15,080 shares abstained from voting.

The Company's shareholders approved Proposal 3. The votes cast at the Annual Meeting were as follows: 3,714,817 shares voted for, 732,293 shares voted against and 126,678 shares abstained from voting.

The Company's shareholders approved Proposal 4. The votes cast at the Annual Meeting were as follows: 1,425,641 shares voted for, 204,555 shares voted against and 16,372 shares abstained from voting.

The Company's shareholders approved Proposal 5. The votes cast at the Annual Meeting were as follows: 1,452,851 shares voted for, 175,826 shares voted against and 17,891 shares abstained from voting.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



3.1 Certificate of Amendment to the Restated Articles of Incorporation.

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Source: Edgar Glimpses


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