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VICL > SEC Filings for VICL > Form 8-K on 28-May-2013All Recent SEC Filings

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Form 8-K for VICAL INC


28-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 23, 2013, the Amended and Restated Stock Incentive Plan of Vical Incorporated (the "Company") was amended to increase the aggregate number of shares of common stock reserved for issuance under the plan by 4,000,000 shares.

The foregoing description of the amendment to the Amended and Restated Stock Incentive Plan does not purport to be complete and is qualified in its entirety by reference to the Company's Amended and Restated Stock Incentive Plan attached to this Current Report on Form 8-K as Exhibit 99.1.



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

The following is a brief description of each matter voted upon at the Company's 2013 Annual Meeting of Stockholders held on May 23, 2013, as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter.

The Company's stockholders elected the director proposed by the Company for re-election to serve until the Company's 2016 Annual Meeting of Stockholders or until his successor has been elected and qualified. The tabulation of votes on this matter was as follows:

                                Shares           Shares        Broker  Non-
             Nominee          Voted For         Withheld           Votes
             Gary A. Lyons     36,664,362       13,102,849        27,234,853

The Company's stockholders approved the amendment to the Company's Amended and Restated Stock Incentive Plan described in Item 5.02 above. The tabulation of votes on this matter was as follows: shares voted for:
42,793,098; shares voted against: 6,521,980; shares abstaining: 452,133; and broker non-votes: 27,234,853.

The Company's stockholders in an advisory vote approved the compensation of the Company's named executive officers. The tabulation of votes on this matter was as follows: shares voted for: 44,168,420; shares voted against:
5,149,363; shares abstaining: 449,428; and broker non-votes: 27,234,853.

The Company's stockholders ratified the selection of Ernst & Young LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2013. The tabulation of votes on this matter was as follows: shares voted for: 73,355,847; shares voted against:
3,185,518; shares abstaining: 460,699; and broker non-votes: 0.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Amended and Restated Stock Incentive Plan.


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