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): June 3, 2019

 

 

INTERNATIONAL STEM CELL CORPORATION

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-51891   20-4494098

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification Number)

5950 Priestly Drive, Carlsbad, CA 92008

(Address of principal executive offices, including zip code)

(760) 940-6383

(Registrant’s telephone number, including area code)

(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:

 

☐

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

None   N/A   N/A

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

International Stem Cell Corporation (the “Company”) held its Annual Meeting of Stockholders on June 3, 2019. The stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement dated April 30, 2019.

 

Proposal 1:    Election of four directors to hold office until the 2020 Annual Meeting:

A. Directors elected by holders of Series D Preferred Stock.

 

     FOR      WITHHELD  

Andrey Semechkin

     2,457,142        0  

Russell Kern

     2,457,142        0  

B. Directors elected by holders of all shares of stock.

 

     FOR      WITHHELD  

Donald A. Wright

     7,387,325        50,224  

Paul V. Maier

     7,386,807        50,742  

Broker Non-Votes: none

All of the foregoing candidates were elected.

 

Proposal 2:    To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the proxy statement:

 

FOR

  

AGAINST

  

ABSTAIN

7,387,107

   54,303    5,319

Broker Non-Votes: none

The foregoing proposal was approved.

 

Proposal 3:    To vote, on an advisory bases, on how often we should submit a “Say on Pay” proposal, such as provided for in Proposal 2, to stockholders:

 

1 YEAR

  

2 YEARS

  

3 YEARS

119,809

   2,987,510    4,326,001

Broker Non-Votes: none

Based on the stockholder vote, the Board of Directors has determined to hold future advisory votes on the compensation of the Company’s named executive officers every 3 years until the next stockholder advisory vote on the frequency of stockholder votes on the compensation of named executive officers or until the Board of Directors otherwise determines that a different frequency for such advisory vote would be in the best interests of the stockholders.

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.

 

International Stem Cell Corporation
By:  

/s/ Sophia Garnette

  Sophia Garnette
  Vice President Legal Affairs and Operations

Dated: June 7, 2019

International Stem Cell (QB) (USOTC:ISCO)
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