Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2022, VBI Vaccines Inc. (the "Company") held its 2022 Annual General
Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the
shareholders voted to: (1) set the number of directors of the Company at eight
(8); (2) elect the nominated directors of the Company to serve until the next
annual meeting or until the appointment or election and qualification of their
successors; and (3) approve the appointment of EisnerAmper LLP as the Company's
independent registered public accounting firm until the next annual meeting of
shareholders and authorize the audit committee (the "Audit Committee") of the
board of directors of the Company to fix EisnerAmper LLP's remuneration, as set
forth in the Company's definitive proxy statement filed with the U.S. Securities
and Exchange Commission on April 29, 2022 (the "Proxy Statement"). Each of these
proposals is described in more detail in the Proxy Statement.
At the beginning of the Annual Meeting, there were 179,537,122 common shares
present at the Annual Meeting in person or by proxy, which represented 69.52% of
the outstanding common shares entitled to vote at the Annual Meeting and which
constituted a quorum for the transaction of business. Holders of the Company's
common shares were entitled to one vote for each share held as of the close of
business on April 25, 2022, the record date for the Annual Meeting.
The voting results on these proposals were as follows:
Proposal 1: Set the number of directors of the Company at eight
Votes For Votes Against Abstentions Broker Non-Votes
90,957,682 2,318,677 0 86,045,763
Proposal 2: Election of eight directors
Director Votes For Withheld Broker Non-Votes
Steven Gillis 76,989,942 16,286,418 86,045,762
Linda Bain 68,460,867 24,815,492 86,045,763
Jeffery R. Baxter 84,987,022 8,289,337 86,045,763
Damian Braga 84,721,290 8,555,070 86,045,762
Joanne Cordeiro 90,821,594 2,454,765 86,045,763
Michel De Wilde 84,830,581 8,445,778 86,045,763
Blaine H. McKee 91,077,164 2,199,195 86,045,763
Christopher McNulty 84,405,251 8,871,108 86,045,763
Each of the eight nominees for director was elected to serve until the next
annual meeting of shareholders and until his or her successor has been elected
and qualified, or until his or her earlier death, resignation, or removal.
Proposal 3: Approval of the appointment of EisnerAmper LLP as the independent
registered public accounting firm of the Company until the next annual meeting
of shareholders and authorize the Audit Committee to fix EisnerAmper LLP's
remuneration
Votes For Votes Against Abstentions Broker Non-Votes
175,846,165 0 3,475,956 1
The shareholders approved the appointment of EisnerAmper LLP as the Company's
independent registered public accounting firm until the next annual meeting of
shareholders and authorized the Audit Committee to fix EisnerAmper LLP's
remuneration.
The results reported above are final voting results. No other matters were
considered or voted upon at the Annual Meeting.
Item 8.01 Other Events.
On June 22, 2022, the Company issued a press release announcing the voting
results from the Annual Meeting. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated by
reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press Release dated June 22, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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