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GNBT > SEC Filings for GNBT > Form 8-K on 1-Apr-2013All Recent SEC Filings

Show all filings for GENEREX BIOTECHNOLOGY CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for GENEREX BIOTECHNOLOGY CORP


1-Apr-2013

Submission of Matters to a Vote of Security Holders


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

On March 28, 2013, Generex Biotechnology Corporation (the "Company") held its Annual Meeting at 201 Bridgeland Avenue, Toronto, Ontario, M6A 1Y7. The following proposals were submitted to the stockholders at the Annual Meeting:

1. To elect five directors;

2. To conduct an advisory vote on executive compensation;

3. To ratify the appointment of MSCM LLP as independent public accountants for the year ending July 31, 2013;

4. To approve an amendment to our Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 750,000,000 shares to 1,500,000,000 shares;

5. To approve an amendment to our Restated Certificate of Incorporation to effect, at any time prior to September 27, 2014, a reverse stock split of our common stock at an exchange ratio to be determined and to proportionately reduce the number of shares of the common stock authorized for issuance (the implementation of the reverse stock split, ratio and timing of which will be subject to the discretion of the Board of Directors (the "Reverse Stock Split Proposal");

6. To approve the adjournment of the annual meeting, if necessary, to solicit additional proxies to vote in favor of the proposals set forth in Items 4 and 5;

7. To approve an amendment to the Generex Biotechnology Corporation 2006 Stock Plan and to approve the 2006 Stock Plan, as amended; and

8. To conduct any other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Only stockholders of record as of the close of business on February 4, 2013 were entitled to vote at the Annual Meeting. As of February 4, 2013, 458,080,883 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 333,131,017 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum.

The votes with respect to the proposals are set forth below.

(1) Elect the Directors of the Company to serve until the 2013 Annual Meeting:

The following nominees were elected as directors to serve until the 2013 Annual Meeting by the votes indicated below:

Name of Director Nominees       For        Withheld      Broker Non-Votes
John P. Barratt             116,584,425   17,805,359       198,741,233
Brian T. McGee              115,019,148   19,370,636       198,741,233
Mark A. Fletcher            105,970,474   28,419,310       198,741,233
James H. Anderson, Jr.      119,041,164   15,348,620       198,741,233
Eric Von Hofe, Ph.D.        123,097,740   11,292,044       198,741,233

2) Advisory vote on compensation (Say-on-Pay)

The allocation of votes for the non-binding advisory vote to approve the compensation of the Company's named executive officers ("say on pay") was as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES
103,779,130 24,587,519 6,023,135 198,741,233

(3) Ratification of the appointment of MSCM LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2013:

The proposal to ratify the appointment of MSCM LLP as the Company's independent registered public accountant for fiscal year ending July 31, 2013 was approved by the votes indicated below. There were no broker non-votes on this proposal.

FOR AGAINST ABSTAIN
307,202,780 16,535,024 9,393,213

(4) Increase Authorized Shares of Common Proposal:

The proposal to approve an amendment to our Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 750,000,000 shares to 1,500,000,000 shares was approved as 54.38% of the outstanding common stock voted in favor of the proposal and a vote of at least 50% of the outstanding common stock in favor of the proposal was required to approve it. There were no broker non-votes on this proposal.

FOR AGAINST ABSTAIN
249,122,952 78,348,783 5,659,282

(5) Reverse Stock Split Proposal:

The Reverse Stock Split Proposal was approved as 56.55% of the outstanding common stock voted in favor of the Reverse Stock Split Proposal and a vote of at least 50% of the outstanding common stock in favor of the proposal was required to approve it. There were no broker non-votes on this proposal.

FOR AGAINST ABSTAIN
259,065,852 73,037,625 1,027,540

(6) Proposal to approve an adjournment if necessary:

The Adjournment Proposal was approved.

FOR AGAINST ABSTAIN
251,679,390 78,231,417 3,220,210

(7) Proposal to approve an amendment to the Generex Biotechnology Corporation 2006 Stock Plan and to approve the 2006 Stock Plan, as amended:

The proposal to approve an amendment to the Generex Biotechnology Corporation 2006 Stock Plan and to approve the 2006 Stock Plan, as amended; was approved.

FOR AGAINST ABSTAIN BROKER NON-VOTES
95,082,946 33,167,617 6,139,221 198,741,233

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