Current Report Filing (8-k)
March 13 2015 - 12:56PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
March 11, 2015
MULTICELL TECHNOLOGIES, INC.
(Exact name of registrant as specified in
its charter)
Delaware |
|
001-10221 |
|
52-1412493 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
68 Cumberland Street, Suite 301
Woonsocket, Island 02895
(Address of principal executive offices,
including zip code)
(401) 762-0045
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
MultiCell Technologies,
Inc. (the “Company”) held its Annual Meeting of Stockholders on March 11, 2015, 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 December 12, 2014. 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.
Name |
|
Votes
For |
|
Votes
Withheld |
|
Broker
Non-Votes |
|
|
|
|
|
|
|
W. Gerald Newmin |
|
760,163,035 |
|
139,542,195 |
|
|
Thomas A. Page |
|
771,163,049 |
|
128,542,181 |
|
|
Edward Sigmond |
|
767,610,977 |
|
132,094,253 |
|
|
Stephen Chang, Ph. D. |
|
831,730,289 |
|
67,974,941 |
|
|
Grant Miller |
|
771,173,508 |
|
128,531,722 |
|
|
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 2,792,701,382 votes for, 246,531,270 votes against, 102,535,500 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 10.0 billion
shares. The results of the voting included 2,271,617,094 votes for, 762,110,830 votes against, 108,040,228 votes abstained and
no broker non-votes. The Certificate of Amendment to the Restated Certificate was approved.
Proposal 4: Approval of the Company’s 2014 Equity
Incentive Plan
This proposal was to
approve the Company’s 2014 Equity Incentive Plan (the “Plan”). The results of the voting included 569,733,952
votes for, 233,832,900 votes against, 96,138,378 votes abstained and no broker non-votes. The Plan was approved.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
MULTICELL TECHNOLOGIES, INC. |
|
|
|
|
|
By: |
/s/ W. Gerald Newmin |
|
|
W. Gerald Newmin Chief Executive Officer, Chief
Financial Officer |
Date: March 13, 2015
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