Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Two Class I Directors
OnNovember 18, 2020 ,Actinium Pharmaceuticals, Inc. (the "Company") held its 2020 annual meeting of stockholders (the "Annual Meeting"). As previously reported in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onOctober 7, 2020 (the "2020 Proxy"), the terms of the Company's two Class I directors were scheduled to expire at the Annual Meeting, and the Company's board of directors (the "Board") nominated each of them for re-election at the Annual Meeting. At the Annual Meeting,David Nicholson andRichard I. Steinhart were elected as Class I directors of the Board to serve for a term expiring at the Company's 2023 annual meeting of stockholders.
Amendment to the
At the Annual Meeting, the stockholders approved the Amendment (the "Amendment") to theActinium Pharmaceuticals, Inc. 2019 Plan (the "2019 Plan") to increase the number of shares of common stock available for issuance pursuant to awards under the 2019 Plan by an additional 2,750,000 shares, to a total of 3,083,333 shares of the Company's common stock. For more information about the matters above, see the Company's 2020 Proxy, the relevant portions of which are incorporated herein by reference. The description of the 2019 Plan and the Amendment above and such portions of the 2020 Proxy are qualified in their entirety by reference to the full text of the 2019 Plan, as implemented by the Board and previously approved by the stockholders onDecember 18, 2019 , and the Amendment, filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
A total of 9,467,356 shares of the Company's common stock were present in person or represented by proxy at the Annual Meeting. Holders of the Company's common stock were entitled to one vote per share. At the Company's Annual Meeting, the following three proposals were submitted to the Company's stockholders:
(1) Election of two directors to serve as Class I directors on the Company's
Board of Directors to serve until our 2023 Annual Meeting of Stockholders or
until successors have been duly elected and qualified or until their earlier resignation or removal: Broker Director For Against Withheld /Abstained Non-Votes David Nicholson 3,384,556 0 872,844 5,209,956 Richard I. Steinhart 3,563,430 0 693,970 5,209,956
(2) Approval of an amendment to the
increase the total number of shares of common stock authorized for issuance
under such plan from 333,333 by 2,750,000 to a total of 3,083,333 shares: For Against Withheld /Abstained Broker Non-Votes 2,731,692 1,318,190 207,518 5,209,956
(3) Ratification of the appointment of
registered public accounting firm for the 2020 fiscal year: For Against Withheld /Abstained Broker Non-Votes 8,996,462 295,540 175,354 0
For more information about the foregoing proposals, see the Company's 2020 Proxy, the relevant portions of which are incorporated herein by reference.
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description 10.1Actinium Pharmaceuticals, Inc. 2019 Plan 10.2 Amendment to theActinium Pharmaceuticals, Inc. 2019 Plan 2
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