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OXGN > SEC Filings for OXGN > Form 8-K on 22-Jul-2013All Recent SEC Filings

Show all filings for OXIGENE INC

Form 8-K for OXIGENE INC


22-Jul-2013

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


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

(a) On July 17, 2013, OXiGENE, Inc. (the "Company") filed a Certificate of Amendment to its Restated Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference, with the Secretary of State of Delaware. The Certificate of Amendment, effective as of July 17, 2013, decreases from 100,000,000 shares to 70,000,000 shares the aggregate number of shares of common stock authorized to be issued by the Company.



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

(a) The 2013 annual meeting of the stockholders of the Company was held on July 16, 2013 at the Company's offices in South San Francisco, California. Of the 2,274,453 shares of the Company's common stock entitled to vote at the meeting, 1,334,614 shares were represented at the meeting in person or by proxy, constituting a quorum. Each of the nominees for director were duly elected and each of the other proposals described below were approved. The voting results are presented below.

(b)

1. The Company's stockholders elected five members to the Board of Directors to hold office until the 2014 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding the election of directors were as follows:

                                  Votes
      Name                         For        Votes Withheld       Broker Non-Votes
      Tamar D. Howson             267,224              43,495              1,023,895
      Peter J. Langecker          272,195              38,524              1,023,895
      Gerald McMahon              271,449              39,270              1,023,895
      William D. Schwieterman     270,640              40,079              1,023,895
      David Chaplin               272,768              37,951              1,023,895

2. Amendment to the Company's 2005 Stock Plan to increase the number of shares of common stock reserved for issuance under the 2005 Stock Plan, from 333,333 shares to 833,333 shares, and to increase the limit on the number of stock-based awards issuable to a participant in the 2005 Stock Plan in any fiscal year from 16,666 to 200,000.

Votes For Votes Against Votes Abstained Broker Non-Votes 178,525 131,448 746 1,023,895

3. Amendment of the Company's Restated Certificate of Incorporation to decrease from 100,000,000 shares to 70,000,000 shares the aggregate number of shares of common stock authorized to be issued by the Company.

Votes For Votes Against Votes Abstained Broker Non-Votes 1,143,486 184,312 6,306 510



4. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013.

Votes For Votes Against Votes Abstained Broker Non-Votes 1,191,010 139,047 4,557 0

5. Approval, on an advisory basis, of the compensation of the Company's named executive officers.

Votes For Votes Against Votes Abstained Broker Non-Votes 198,582 107,275 4,862 1,023,895

6. Approval, on an advisory basis, the frequency of future votes on the compensation of the Company's named executive officers.

Every Year Every Two Years Every Three Years Votes Abstained Broker Non-Votes 140,156 6,596 157,910 6,057 1,023,895

(d) After considering the results of the advisory stockholder vote on the frequency of future votes on the compensation of the Company's named executive officers and consistent with a plurality of the votes cast with respect to this matter, the Board of Directors has decided to hold future advisory stockholder votes to approve the compensation paid to the Company's named executive officers every three years until the next required vote on the frequency of such advisory votes.




Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit
  No.                                     Description

3.1          Certificate of Amendment to Restated Certificate of Incorporation of
             OXiGENE, Inc., as amended.


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