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KBIO > SEC Filings for KBIO > Form 8-K on 20-Jun-2014All Recent SEC Filings

Show all filings for KALOBIOS PHARMACEUTICALS INC

Form 8-K for KALOBIOS PHARMACEUTICALS INC


20-Jun-2014

Submission of Matters to a Vote of Security Holders


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

On June 18, 2014, KaloBios Pharmaceuticals, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders voted on three proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A and filed with the Securities and Exchange Commission on April 29, 2014 and in the Company's additional definitive proxy soliciting materials filed with the Securities and Exchange Commission on May 5, 2014. Only stockholders of record as of the close of business on April 21, 2014, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 32,981,396 shares of the Company's common stock were outstanding and entitled to vote at the Annual Meeting. The tabulation of the stockholders votes on each proposal brought before the Annual Meeting is as follows:

Proposal 1: The election of seven directors to hold office until the 2014 annual meeting of stockholders and until his or her successor is elected and qualified:

                                                                        BROKER
         NAME                              FOR          WITHHELD       NON-VOTES
         David W. Pritchard              20,054,649       578,536       6,763,977
         Denise Gilbert, Ph.D.           20,593,605        39,580       6,763,977
         V. Bryan Lawlis, Jr., Ph.D.     20,588,605        44,580       6,763,977
         Ted W. Love, M.D.               20,589,205        43,980       6,763,977
         Gary Lyons                      20,568,713        64,472       6,763,977
         Laurie Smaldone Alsup, M.D.     20,590,505        42,680       6,763,977
         Raymond M. Withy, Ph.D.         20,565,417        67,768       6,763,977

Proposal 2: The approval of an amendment to the Company's amended and restated certificate of incorporation to increase the authorized number of shares of common stock from 47,500,000 shares to 85,000,000 shares:

FOR AGAINST ABSTENTIONS
21,808,779 3,550,055 2,038,328

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal. Following stockholder approval of Proposal 2, the Company filed a certificate of amendment to the amended and restated certificate of incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware on June 19, 2014. The Certificate of Amendment became effective upon the filing with the Secretary of State.

Proposal 3: The ratification of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2014:

FOR AGAINST ABSTENTIONS
27,072,746 302,737 21,679

As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.


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