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CLRX > SEC Filings for CLRX > Form 8-K on 3-Oct-2013All Recent SEC Filings

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Form 8-K for COLLABRX, INC.


3-Oct-2013

Submission of Matters to a Vote of Security Holders


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

On September 26, 2013, the Company held its 2013 Annual Meeting of Stockholders (the "Annual Meeting"). The following items of business were considered and voted upon at the Annual Meeting: (i) election of Gilbert A. Bellini, James M. Karis, Jeffrey M. Krauss, Thomas R. Mika and Carl Muscari as members of the Board of Directors of the Company to hold office for a one-year term and until their successors are duly elected and qualified; (ii) increase in the number of shares available for issuance under the 2007 Incentive Award Plan, as amended, from 466,490 shares to 666,490 shares; (iii) ratification of the appointment of Burr, Pilger & Mayer LLP as the Company's Independent Registered Public Accounting Firm for the fiscal year ending March 31, 2014, (iv) approval on an advisory basis named executive officer compensation; and (v) approval on an advisory basis the frequency of future votes for named executive officer compensation.

The number of shares of common stock entitled to vote at the Annual Meeting was 1,952,960. The number of shares of common stock present or represented by valid proxy at the annual meeting was 1,479,186. All matters submitted to a binding vote of stockholders at the Annual Meeting were approved. The number of votes cast for and against, and the number of abstentions and broker non-votes with respect to the matters voted upon at the Annual Meeting, are set forth below:

(i) Election of Directors

Director Nominee Votes For Votes Withheld

                   Gilbert A. Bellini  825,068      53,848
                   James M. Karis      836,275      42,690
                   Jeffrey M. Krauss   836.865      42,100
                   Thomas R. Mika      834,303      44,662
                   Carl Muscari        836,884      42,081

There were 600,221 broker non-votes regarding the election of directors.

(ii) Amendment to increase the number of shares available under the 2007 Incentive Award Plan

Stockholders approved an amendment to the Company's 2007 Incentive Award Plan to increase the number of shares available for issuance thereunder. The results of the voting were:

615,326 shares have voted in favor,
263,063 shares have voted against, and
576 shares have abstained from voting.

Broker non-votes were not counted as votes for or against this proposal and were not included in counting the number of votes necessary for approval of this proposal.

(iii) Ratification of Auditors

Stockholders ratified the appointment of Burr, Pilger & Mayer LLP as the Company's independent registered public accounting firm for the fiscal year ending March 31, 2014. The results of the voting were:

1,424,945 shares have voted in favor,
49,340 shares have voted against, and
4,901 shares have abstained from voting.

Broker non-votes were not counted as votes for or against this proposal and were not included in counting the number of votes necessary for approval of this proposal.



(iv) Advisory vote to approve named executive officer compensation

The compensation of the Company's named executive officers was approved by a non-binding vote. The results of the voting were:

656,470 shares have voted in favor,
216,988 shares have voted against, and
5,507 shares have abstained from voting.

Broker non-votes were not counted as votes for or against this proposal and were not included in counting the number of votes necessary for approval of this proposal.

(v) Advisory vote on frequency of vote on named executive officer compensation

The option of once every three years for the frequency of an advisory vote on executive compensation was approved by a non-binding vote. The results of the voting were:

293,571 shares have voted in favor of an annual term, 30,730 shares have voted in favor of a biennial term, 440,021 shares have voted in favor of a triennial term, and 114,643 shares have abstained from voting.

Broker non-votes had no effect on the outcome of the vote on this proposal.

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