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): December 12, 2016
pSivida Corp.
(Exact name of registrant as specified in its charter)
| Delaware | 000-51122 | 26-2774444 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 480 Pleasant Street Watertown, MA |
02472 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617) 926-5000
(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)) |
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 12, 2016, pSivida Corp. (the “Company”) eliminated the position of Vice President of Corporate Affairs and General Counsel and therefore Lori Freedman, the Company’s Vice President of Corporate Affairs, General Counsel and Company Secretary, will no longer be employed by the Company effective as of December 26, 2016.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on December 12, 2016. The stockholders elected each of the Company’s nominees for director, approved certain stock option and restricted stock unit grants to the Company’s President and Chief Executive Officer, approved certain stock option grants to the Company’s non-executive directors, approved, on an advisory basis, the Company’s 2016 executive compensation, approved the Company’s 2016 Incentive Plan and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2017. The proposals below are described in detail in the Company’s definitive proxy statement filed with the SEC on October 26, 2016.
The results are as follows:
| 1. | Election of Directors: |
| Vote type | Vote Results | |||||
| David J. Mazzo, Ph.D. |
For | 11,535,068 | ||||
| Withheld | 5,057,549 | |||||
| Non Votes | 7,829,221 | |||||
| Nancy Lurker |
For | 13,249,154 | ||||
| Withheld | 3,343,463 | |||||
| Non Votes | 7,829,221 | |||||
| Michael Rogers |
For | 11,577,671 | ||||
| Withheld | 5,014,946 | |||||
| Non Votes | 7,829,221 | |||||
| Douglas Godshall |
For | 11,576,505 | ||||
| Withheld | 5,016,112 | |||||
| Non Votes | 7,829,221 | |||||
| James Barry, Ph.D. |
For | 11,580,505 | ||||
| Withheld | 5,012,112 | |||||
| Non Votes | 7,829,221 | |||||
| Jay Duker, M.D. |
For | 11,949,703 | ||||
| Withheld | 4,642,914 | |||||
| Non Votes | 7,829,221 | |||||
| 2. | Approval of stock option and restricted stock unit grants to Nancy Lurker, President and Chief Executive Officer. |
| Vote type |
Vote Results | |||
| For |
12,460,546 | |||
| Against |
3,948,469 | |||
| Abstain |
183,602 | |||
| Non Votes |
7,829,221 | |||
| 3. | Approval of stock option grants to the following non-executive directors: |
| Vote type | Vote Results | |||||
| David J. Mazzo, Ph.D. |
For | 10,215,707 | ||||
| Against | 6,060,957 | |||||
| Abstain | 315,953 | |||||
| Non Votes | 7,829,221 | |||||
| Michael Rogers |
For | 10,376,196 | ||||
| Against | 6,048,169 | |||||
| Abstain | 168,252 | |||||
| Non Votes | 7,829,221 | |||||
| Douglas Godshall |
For | 10,376,954 | ||||
| Against | 6,047,494 | |||||
| Abstain | 168,169 | |||||
| Non Votes | 7,829,221 | |||||
| James Barry, Ph.D. |
For | 10,379,946 | ||||
| Against | 6,047,419 | |||||
| Abstain | 165,252 | |||||
| Non Votes | 7,829,221 | |||||
| Jay Duker, M.D. |
For | 10,377,804 | ||||
| Against | 6,049,169 | |||||
| Abstain | 165,644 | |||||
| Non Votes | 7,829,221 | |||||
| 4. | Approval on an advisory basis of pSivida Corp.’s 2016 executive compensation. |
| Vote type |
Vote Results | |||
| For |
10,136,615 | |||
| Against |
6,015,860 | |||
| Abstain |
440,142 | |||
| Non Votes |
7,829,221 | |||
| 5. | Approval of pSivida Corp. 2016 Incentive Plan |
| Vote type |
Vote Results | |||
| For |
11,244,595 | |||
| Against |
5,003,191 | |||
| Abstain |
344,831 | |||
| Non Votes |
7,829,221 | |||
| 6. | Ratification of the appointment of Deloitte & Touche LLP. |
| Vote type |
Vote Results | |||
| For |
21,068,426 | |||
| Against |
3,236,122 | |||
| Abstain |
117,290 | |||
SIGNATURES
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.
| pSivida Corp. | ||||||
| Date: December 16, 2016 |
By: | /s/ Nancy Lurker | ||||
| Name: | Nancy Lurker | |||||
| Title | President and Chief Executive Officer | |||||