Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2014 Annual Meeting of Stockholders (the "Annual Meeting") of
Brainstorm Cell Therapeutics Inc.(the "Company") held on August 14, 2014, the Company's stockholders approved the Company's 2014 Stock Incentive Plan and the Company's 2014 Global Share Option Plan (together, the "Plans"). The Plans were approved by the Company's Board of Directors on July 9, 2014, subject to the approval of the Company's stockholders, and became effective upon the stockholders' approval on August 14, 2014. As a result of the stockholders' approval of the Plans, the Company may issue up to 9,000,000 shares (subject to adjustment for certain changes in the Company's capitalization) of Company Common Stock, $0.00005par value ("Common Stock"), which pool shall be shared between the Plans, and, accordingly, shares issued pursuant to awards issued under either Plan shall reduce the number of shares available for issuance under the other Plan. A more complete description of the terms of the Plans can be found in "Proposal No. 3 - Approval of The Brainstorm Cell Therapeutics Inc.2014 Stock Incentive Plan" and "Proposal No. 4 - Approval of The Brainstorm Cell Therapeutics Inc.2014 Global Share Option Plan" in the Company's definitive proxy statement dated July 22, 2014, and filed with the Securities and Exchange Commissionon July 22, 2014, which descriptions are incorporated herein by reference. The foregoing descriptions and the descriptions incorporated herein by reference from the Company's definitive proxy statement are qualified in their entirety by reference to the Plans, a copy of which are filed as Exhibit 10.1 and Exhibit 10.2 to this report and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held at the offices of
BRL Law Group LLC, 425 Boylston Street, 3rd Floor, Boston, MA02116 on August 14, 2014. At the Annual Meeting, the following matters were voted upon by the stockholders of the Company:
1. The election of seven directors (listed below) until the next annual meeting
2. The authorization of the Board of Directors of the Company, in its discretion,
should it deem it to be appropriate and in the best interests of the Company
and its stockholders, to amend the Company's Certificate of Incorporation to
effect a reverse stock split of the Company's issued and outstanding shares of
Common Stock by a ratio of between 1-for-10 and 1-for-20, inclusive, without
further approval or authorization of the Company's stockholders.
3. The approval of the Company's 2014 Stock Incentive Plan.
4. The approval of the Company's 2014 Global Share Option Plan.
5. The ratification of the appointment of
accounting firm for the current fiscal year. The number of shares of Common Stock issued, outstanding and eligible to vote at the Annual Meeting as of the record date of
July 21, 2014was 227,157,289. Each of the matters voted upon at the Annual Meeting was approved by the requisite number of votes. The final results of the voting on each of the matters presented to stockholders at the Annual Meeting are as follows: BROKER VOTES VOTES VOTES NON- FOR WITHHELD AGAINST ABSTENTIONS VOTES 1. Election of seven directors: Dr. Irit Arbel 65,459,174 24,344,396 N/A N/A 62,553,234 Mordechai Friedman 65,436,174 24,367,396 N/A N/A 62,553,234 Alon Pinkas 65,335,574 24,467,996 N/A N/A 62,553,234 Chen Schor 65,967,574 23,835,996 N/A N/A 62,553,234 Dr. Robert Shorr 65,423,472 24,380,098 N/A N/A 62,553,234 Malcolm Taub 65,416,072 24,387,498 N/A N/A 62,553,234 Uri Yablonka 65,968,574 23,834,996 N/A N/A 62,553,234
2. Approve reverse stock split 142,365,049 N/A 9,756,450 235,305 N/A 3. Approve the Company's 2014 Stock Incentive Plan 65,923,888 N/A 1,300,603 22,579,079 62,553,234 4. Approve the Company's 2014 Global Share Option Plan 65,235,284 N/A 1,583,579 22,984,707 62,553,234 5. Ratification of
Brightman Almagor Zohar& Co. 127,437,820 N/A 2,192,002 22,726,982 N/A
Item 9.01 Financial Statements and Exhibits
The exhibits listed in the Exhibit Index below are filed with this report.
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.
By: /s/ Dr.
Anthony FiorinoDr. Anthony FiorinoChief Executive Officer