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ONCOTHYREON 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

June 10, 2014



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

As noted below, on June 6, 2014, the stockholders of Oncothyreon Inc. (the "Company") approved an amendment to the Company's certificate of incorporation to increase the number of the Company's authorized shares from 100,000,000 to 200,000,000. On June 6, 2014, the Company filed the Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect such amendment. A copy of the Certificate of Amendment to the Amended and Restated Certificate of Incorporation is filed as Exhibit 3.1 to this report.

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

The Annual Meeting of Stockholders of the Company was held on June 6, 2014. The following is a brief description of each matter voted upon at the Annual Meeting and the final number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as applicable, as to each such matter.

(1) Election of the nominee listed below as a Class I director to the board of directors, to hold office until the 2017 Annual Meeting of Stockholders and until his successor is duly elected and qualified:

Broker For Withhold Non-Votes Daniel Spiegelman 35,174,570 1,664,050 20,167,737



Pursuant to the foregoing votes, the nominee listed above was elected as Class I director to serve on the Company's board of directors.

(2) Approval, by a non-binding advisory vote, of a resolution approving the compensation paid by the Company to its named executive officers:

For Against Abstain Broker Non-votes 34,669,754 2,012,700 156,166 20,167,737



Pursuant to the foregoing votes, the resolution approving the compensation paid by the Company to its named executive officers was approved.

(3) Approval of an increase in the number of shares of common stock reserved for issuance under the Company's restricted share unit plan by 500,000 shares:

For Against Abstain Broker Non-votes 34,453,705 2,276,736 108,179 20,167,737



Pursuant to the foregoing votes, the increase in the number of shares of common stock reserved for issuance under the Company's restricted shares unit plan by 500,000 shares was approved.

(4) Approval of an amendment to the Company's certificate of incorporation to increase its authorized shares of common stock from 100,000,000 to 200,000,000:

For Against Abstain Broker Non-votes 41,218,274 6,182,163 9,605,920 0



Pursuant to the foregoing votes, the amendment to the Company's certificate of incorporation to increase its authorized shares of common stock from 100,000,000 to 200,000,000 was approved.

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(5) Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014:

For Against Abstain Broker Non-votes 55,473,224 1,390,813 142,320 0



Pursuant to the foregoing votes, the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014 was ratified.

Item 9.01 Financial Statements and Exhibits

Exhibit Number Exhibit Title or Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Oncothyreon Inc. 3



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Source: Edgar Glimpses


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