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SNGX > SEC Filings for SNGX > Form 8-K on 22-Jun-2012All Recent SEC Filings

Show all filings for SOLIGENIX, INC. | Request a Trial to NEW EDGAR Online Pro

Form 8-K for SOLIGENIX, INC.


22-Jun-2012

Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Ma


Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As described below in Item 5.07, on June 21, 2012, the stockholders of Soligenix, Inc. (the "Company") approved and adopted the Second Amended and Restated Certificate of Incorporation ("Restated Charter"), which increased the number of authorized shares of common stock, par value $0.001 per share ("Common Stock"), from 20,000,000 to 50,000,000. The Restated Charter became effective upon filing with the Secretary of State of the State of Delaware on June 21, 2012. A copy of the Restated Charter is filed herewith as Exhibit 3.1 and is incorporated herein by reference.



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

On June 21, 2012, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"), at which the following items were voted upon:

(1) Election of Directors:

All of the following directors were elected at the Annual Meeting:

Nominee                     For      Withhold Authority
Christopher J. Schaber   5,035,906        424,411
Keith L. Brownlie        5,137,643        322,674
Gregg A. Lapointe        2,202,514       3,257,803
Robert J. Rubin          5,136,475        323,842
Jerome Zeldis            5,138,138        322,179

These were 3,387,979 broker non-votes in the election of directors.

(2) To consider and approve the Second Amended and Restated Certificate of Incorporation, which increases the number of authorized shares of Common Stock from 20,000,000 to 50,000,000:

For Against Abstain
7,229,095 1,608,681 10,520

These were no broker non-votes on this proposal.

(3) To approve an amendment to the Company's 2005 Equity Incentive Plan to increase the maximum number of shares of Common Stock available for issuance under the plan by 1,250,000 shares, bringing the total shares reserved for issuance under the plan to 3,000,000 shares:

For Against Abstain
1,686,698 3,772,031 1,588

These were 3,387,979 broker non-votes on this proposal.


(4) To ratify the appointment of EisnerAmper LLP as the Company's independent auditors for the year ending December 31, 2012:

For Against Abstain
8,646,100 101,719 100,477

There were no broker non-votes on this proposal.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Title

3.1 Second Amended and Restated Certificate of Incorporation dated June 21, 2012.


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