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MCET > SEC Filings for MCET > Form 8-K on 21-Nov-2013All Recent SEC Filings

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

Form 8-K for MULTICELL TECHNOLOGIES, INC.


21-Nov-2013

Submission of Matters to a Vote of Security Holders


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

MultiCell Technologies, Inc. (the "Company") held its Annual Meeting of Stockholders on November 15, 2013, at the offices of Procopio, Cory, Hargreaves & Savitch LLP, One Del Mar, 12544 High Bluff Drive, Suite 300, San Diego, California 92130, to consider and vote on the matters listed below. The proposals are described in detail in the Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission on October 8, 2013. The final voting results from the meeting are set forth below.

Proposal 1: Election of Directors

This proposal was to elect directors to serve for the ensuing year and until their successors are elected. Based on the following votes, the individuals named below were each elected to serve as directors until the Company's next annual meeting of stockholders.

                                     Votes
Name                   Votes For   Withheld   Broker Non-Votes
W. Gerald Newmin      206,746,738 123,518,256 1,400,144,061
Thomas A. Page        278,230,650 52,034,344  1,400,144,061
Edward Sigmond        279,176,090 54,088,904  1,400,144,061

Stephen Chang, Ph. D. 283,637,781 46,627,213 1,400,144,061 Grant Miller 279,624,486 50,640,508 1,400,144,061

Proposal 2: Ratification of Selection of Independent Auditors

The proposal ratifies the selection of Eide Bailly, LLP as the Company's independent registered public accounting firm. The results of the voting included 1,472,212,279 votes for, 183,206,390 votes against, 74,990,386 votes abstained and no broker non-votes. The selection was ratified.

Proposal 3: Approval of the Certificate of Amendment of the Company's Amended and Restated Certificate of Incorporation

The proposal was to approve an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Restated Certificate"), to increase the number of authorized shares of the Company's common stock to a total of 5.0 billion shares. The results of the voting included 1,231,063,985 votes for, 481,116,289 votes against, 18,228,781 votes abstained and no broker non-votes. The Certificate of Amendment to the Restated Certificate was approved.

Proposal 3: Approval of the Company's 2013 Equity Incentive Plan

This proposal was to approve the Company's 2013 Equity Incentive Plan (the "Plan"). The results of the voting included 162,721,804 votes for, 146,955,465 votes against, 20,587,725 votes abstained and no broker non-votes. The Plan was not approved.

Proposal 4: Approval, on an advisory, non-binding basis, of named executive officer compensation.

This proposal was to approve on an advisory, non-binding basis, named executive officer compensation. The results of the voting included 167,259,258 votes for, 144,709,722 votes against, 18,296,014 votes abstained and no broker non-votes. The named executive officer compensation was approved on an advisory, non-binding basis.

Proposal 5: Approval, on an advisory, non-binding basis, of the frequency of the stockholder advisory vote to approve named executive officer compensation.

This proposal was to approve on an advisory, non-binding basis, the frequency of the stockholder advisory vote to approve named executive officer compensation. The results of the voting included 150,637,104 votes for three years, 24,968,033 votes for two years, 102,068,649 votes for one year and 52,591,208 abstained and no broker non-votes. The frequency of the stockholder advisory vote to approved named executive officer compensation every three years was approved.

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