Current Report Filing (8-k)
December 01 2017 - 4:03PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): November 30, 2017
MEI Pharma, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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000-50484
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51-0407811
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(State or other jurisdiction of
incorporation or organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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3611 Valley Centre Drive, Suite 500, San Diego, California 92130
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code:
(858) 369-7100
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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
☐ Emerging growth company
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 30, 2017, MEI Pharma, Inc. (the Company) held its Annual Meeting of Stockholders for the fiscal year ending June 30, 2018
(the Annual Meeting). There were represented at the Annual Meeting, either in person or by proxy, 27,099,630 shares of the Companys common stock, par value $0.00000002 per share (Common Stock), out of a total number of
36,950,177 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Companys stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below.
Proposal 1. Election of Directors.
The following individuals, each of whom was named as a nominee in the Companys definitive proxy
statement relating to the Annual Meeting, were elected by the Companys stockholders by a plurality of votes cast to serve a three-year term on the Companys Board of Directors which will expire at the Companys annual meeting of
stockholders for fiscal year 2021. Information on the vote relating to each director standing for election is set forth below:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Kevan E. Clemens, Ph.D.
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11,142,488
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179,820
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15,777,322
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Daniel P. Gold, Ph.D.
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11,103,758
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218,550
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15,777,322
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Proposal 2. Ratification of Appointment of Auditors.
Proposal 2 was to ratify the appointment of BDO USA,
LLP as the Companys independent registered public accounting firm for the fiscal year ending June 30, 2018. The proposal was approved.
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For
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Against
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Abstain
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26,898,013
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133,285
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68,332
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Proposal 3. Advisory Vote on Executive Compensation.
Proposal 3 was to adopt an advisory resolution that
the compensation paid to the Companys named executive officers, as disclosed in the proxy materials for the Annual Meeting, be approved in all respects. The proposal was approved.
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For
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Against
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Abstain
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Broker Non-Votes
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10,860,756
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404,084
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57,468
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15,777,322
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Proposal 4.
Advisory Vote on Frequency of Advisory Vote on Executive Compensation.
Proposal
4 was to adopt an advisory resolution that the compensation paid to the Companys named executive officers, as disclosed in the proxy materials for the Annual Meeting, be approved, on an advisory basis, at an annual meeting of the stockholders,
beginning with the 2018 annual meeting of stockholders, (1) every year, (2) every two years or (3) every three years. The proposal for an advisory vote every year was approved.
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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10,275,883
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225,224
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755,691
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65,510
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15,777,322
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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.
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MEI PHARMA, INC.
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By:
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/s/ Daniel P. Gold
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Daniel P. Gold
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Chief Executive Officer
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Dated: December 1, 2017
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