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ORMP > SEC Filings for ORMP > Form 8-K on 28-Jul-2014All Recent SEC Filings

Show all filings for ORAMED PHARMACEUTICALS INC.

Form 8-K for ORAMED PHARMACEUTICALS INC.


28-Jul-2014

Submission of Matters to a Vote of Security Holders, Other Events, Fi


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

The Company held its annual meeting of stockholders on July 23, 2014. The final voting results are set forth below.

Stockholders voted on the following proposals:

Proposal No. 1 - Re-election of Directors.

The stockholders re-elected each of the following individuals to serve as directors of the Company until the next annual meeting of stockholders and until his or her successor is elected and qualified or his or her earlier death, resignation or removal. The votes for each were as follows:

       Director Name           For       Against      Abstain       Broker Non-Votes
       Nadav Kidron         2,414,742     116,676       25,226           2,389,210

       Miriam Kidron        2,412,768     118,203       25,673           2,389,210

       Leonard Sank         2,472,842     56,966        26,836           2,389,210

       Harold Jacob         2,479,460     50,348        26,836           2,389,210

       Michael Berelowitz   2,413,449     118,482       24,713           2,389,210

       Gerald Ostrov        2,459,010     69,188        28,446           2,389,210

Proposal No. 2 - Amended and Restated 2008 Stock Incentive Plan.

The stockholders approved the Amended and Restated 2008 Stock Incentive Plan as described in the proxy statement for the Company's 2014 annual meeting of stockholders (the "Proxy Statement"). This proposal received the following votes:

For Against Abstain Broker Non-Votes

1,468,834 1,042,346 45,464 2,389,210

Proposal No. 3 - Amendment to the Company's Certificate of Incorporation.

The stockholders approved an amendment to the Company's Certificate of Incorporation to increase the Company's authorized common stock from 16,666,667 shares to 30,000,000 shares. This proposal received the following votes:

For Against Abstain Broker Non-Votes 3,547,191 1,230,192 168,471 N/A


Proposal No. 4 - Advisory Vote on the Compensation of the Company's Named Executive Officers.

The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers listed in the Summary Compensation Table appearing in the Proxy Statement pursuant to Item 402 of Regulation S-K. This proposal received the following votes:

For Against Abstain Broker Non-Votes

1,520,310 992,084 44,250 2,389,210

Proposal No. 5 - Advisory Vote on the Frequency of the Advisory Vote on Compensation of the Company's Named Executive Officers.

With respect to the non-binding advisory vote by stockholders on the frequency of the advisory vote on compensation of the Company's named executive officers, the stockholders voted as follows:

1 Year 2 Years 3 Years Abstain Broker Non-Votes

261,295 2,168,947 76,826 49,576 2,389,210

In accordance with the stockholder voting results, in which "2 Years" received the highest number of votes cast on the frequency proposal, and our Board of Directors' recommendation in the Proxy Statement for the 2014 annual meeting of stockholders, the Company has determined that future stockholder advisory (non-binding) votes on the compensation of our named executive officers will occur every two years. Accordingly, the next stockholder advisory (non-binding) vote on executive compensation will be held at our 2016 annual meeting of stockholders.

Proposal No. 6 - Ratification of Auditors.

The stockholders ratified the reappointment of Kesselman & Kesselman, certified public accountants in Israel, a member of PricewaterhouseCoopers International Limited, as the auditors of the Company for the 2014 fiscal year. This proposal received the following votes:

For Against Abstain Broker Non-Votes

4,778,858 113,876 53,120 N/A




Item 8.01. Other Events.

On July 25, 2014, the Company filed a Certificate of Amendment to amend Article Fourth of its Certificate of Incorporation to increase the Company's authorized stock from 16,666,667 shares to 30,000,000 shares. The Certificate of Amendment was effective on filing.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

3.1. Certificate of Amendment, dated July 25, 2014.


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