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KALOBIOS PHARMACEUTICALS INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders

June 20, 2014



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

On June 18, 2014, KaloBios Pharmaceuticals, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A and filed with the Securities and Exchange Commission on April 29, 2014 and in the Company's additional definitive proxy soliciting materials filed with the Securities and Exchange Commission on May 5, 2014. Only stockholders of record as of the close of business on April 21, 2014, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 32,981,396 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholders votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1: The election of seven directors to hold office until the 2014 annual meeting of stockholders and until his or her successor is elected and qualified:

BROKER NAME FOR WITHHELD NON-VOTES David W. Pritchard 20,054,649 578,536 6,763,977 Denise Gilbert, Ph.D. 20,593,605 39,580 6,763,977 V. Bryan Lawlis, Jr., Ph.D. 20,588,605 44,580 6,763,977 Ted W. Love, M.D. 20,589,205 43,980 6,763,977 Gary Lyons 20,568,713 64,472 6,763,977 Laurie Smaldone Alsup, M.D. 20,590,505 42,680 6,763,977 Raymond M. Withy, Ph.D. 20,565,417 67,768 6,763,977



Proposal 2: The approval of an amendment to the Company's amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 47,500,000 shares to 85,000,000 shares:

FOR AGAINST ABSTENTIONS 21,808,779 3,550,055 2,038,328



As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal. Following stockholder approval of Proposal 2, the Company filed a certificate of amendment to the amended and restated certificate of incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on June 19, 2014. The Certificate of Amendment became effective upon the filing with the Secretary of State.

Proposal 3: The ratification of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014:

FOR AGAINST ABSTENTIONS 27,072,746 302,737 21,679



As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.

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Source: Edgar Glimpses


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