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GNBT > SEC Filings for GNBT > Form 8-K on 23-May-2014All Recent SEC Filings

Show all filings for GENEREX BIOTECHNOLOGY CORP

Form 8-K for GENEREX BIOTECHNOLOGY CORP


23-May-2014

Submission of Matters to a Vote of Security Holders


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

On May 22, 2014, Generex Biotechnology Corporation (the "Company") held its Annual Meeting at 201 Bridgeland Avenue, Toronto, Ontario, M6A 1Y7. The following proposals were submitted to the stockholders at the Annual Meeting:

1. To elect five directors;

2. To ratify the appointment of MNP LLP as independent public accountants for the year ending July 31, 2014;

3. To approve an amendment to our Restated Certificate of Incorporation to effect, at any time prior to December 31, 2015, a reverse stock split of our common stock at an exchange ratio to be determined and to proportionately reduce the number of shares of the common stock authorized for issuance (the implementation of the reverse stock split, ratio and timing of which will be subject to the discretion of the Board of Directors) (the "Reverse Stock Split Proposal");

4. To approve the adjournment of the annual meeting, if necessary, to solicit additional proxies to vote in favor of the proposal set forth in Item 3 (the "Adjournment Proposal");

5. To approve an amendment to the Generex Biotechnology Corporation 2006 Stock Plan and to approve the 2006 Stock Plan, as amended; and

6. To conduct any other business as may properly come before the annual meeting or any adjournment or postponement thereof.

Only stockholders of record as of the close of business on March 31, 2014 were entitled to vote at the Annual Meeting. As of March 31, 2014, 735,000,473 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 528,551,909 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum.

The votes with respect to the proposals are set forth below.

(1) Elect the Directors of the Company to serve until the 2015 Annual Meeting:

The following nominees were elected as directors to serve until the 2015 Annual Meeting by the votes indicated below:

Name of Director Nominees       For        Withheld      Broker Non-Votes
John P. Barratt             125,224,964   40,040,191       363,286,754
Brian T. McGee              129,375,658   35,889,497       363,286,754
Mark A. Fletcher            127,297,722   37,967,433       363,286,754
James H. Anderson, Jr.      141,713,992   23,551,163       363,286,754
Eric Von Hofe, Ph.D.        140,010,545   25,254,610       363,286,754

(2) Ratification of the appointment of MNP LLP as the Company's independent registered public accounting firm for the fiscal year ending July 31, 2014:

The proposal to ratify the appointment of MNP LLP as the Company's independent registered public accountant for fiscal year ending July 31, 2014 was approved by the votes indicated below. There were no broker non-votes on this proposal.

FOR AGAINST ABSTAIN
493,437,921 26,068,281 9,045,707

(3) Reverse Stock Split Proposal:

The Reverse Stock Split Proposal was approved as 53.74% of the outstanding common stock voted in favor of the Reverse Stock Split Proposal and a vote of at least 50% of the outstanding common stock in favor of the proposal was required to approve it. There were no broker non-votes on this proposal.

FOR AGAINST ABSTAIN
395,027,850 130,289,468 3,234,591

(4) Proposal to approve an adjournment if necessary:

The Adjournment Proposal was approved.

FOR AGAINST ABSTAIN
392,381,049 126,962,668 9,208,192

(5) Proposal to approve an amendment to the Generex Biotechnology Corporation 2006 Stock Plan and to approve the 2006 Stock Plan, as amended:

The proposal to approve an amendment to the Generex Biotechnology Corporation 2006 Stock Plan and to approve the 2006 Stock Plan, as amended; was approved.

FOR AGAINST ABSTAIN BROKER NON-VOTES
92,834,134 64,851,030 7,579,991 363,286,754

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