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CERE > SEC Filings for CERE > Form 8-K on 11-Mar-2014All Recent SEC Filings

Show all filings for CERES, INC.

Form 8-K for CERES, INC.


11-Mar-2014

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 March 7, 2014, Ceres, Inc. (the "Company") held its 2014 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders approved an amendment (the "Charter Amendment") to the Company's Amended and Restated Certificate of Incorporation to decrease the number of shares of authorized common stock of the Company from 490,000,000 to 240,000,000. The Company filed its Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate") with the Secretary of the State of the State of Delaware on March 11, 2014 with an effective date of March 11, 2014. The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Certificate, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.



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

There were present in person or by proxy at the Annual Meeting stockholders holding 20,773,927 shares of common stock of the Company, representing 82.4% of the 25,204,602 shares entitled to be voted at the Annual Meeting, thereby representing a quorum.

The final results for each of the matters considered at the Annual Meeting were as follows:

Proposal I: Election of Directors

Each of the nominees for director listed in the Proxy Statement were elected to serve until the Company's 2017 Annual Meeting or until his successor is elected and has been qualified or his earlier resignation or removal, by the votes set forth in the table below.

DIRECTOR NOMINEE FOR WITHHELD BROKER
NON-VOTE
Richard Flavell 13,814,779 262,066 6,697,082 Richard Hamilton 14,035,623 41,222 6,697,082

Proposal II: Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation to Decrease the Number of Shares of Authorized Common Stock

FOR AGAINST ABSTAIN BROKER
NON-VOTE
14,007,365 65,650 3,830 6,697,082

Proposal III: Ratification of the appointment of KPMG LLP as the independent registered public accounting firm of the Company for the fiscal year ending August 31, 2014

FOR AGAINST ABSTAIN BROKER
NON-VOTE
20,608,561 161,393 3,973 0



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.   Description
3.1           Certificate of Amendment to Amended and Restated Certificate of
              Incorporation of Ceres, Inc. filed with the Secretary of State of
              the State of Delaware on March 11, 2014 and effective as of March
              11, 2014.

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