Current Report Filing (8-k)
June 10 2022 - 4:57PM
Edgar (US Regulatory)
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2022-06-09
2022-06-09
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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):
June 9, 2022
________________________________
Humanigen, Inc.
(Exact name of registrant
as specified in its charter)
Delaware
(State or other Jurisdiction of
Incorporation) |
001-35798
(Commission File No.) |
77-0557236
(IRS Employer Identification No.) |
830 Morris Turnpike, 4th Floor
Short Hills, New Jersey 07078
(Address of principal executive
offices, including zip code)
(973) 200-3010
(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 (see General Instruction
A.2):
¨ |
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 |
Common Stock |
HGEN |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2).
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 |
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”)
of Humanigen, Inc. (the “Company”) was held on June 9, 2022. Proxies for the Annual Meeting were solicited by the Board of
Directors of the Company (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there
was no solicitation in opposition. There were 70,378,977 shares of common stock entitled to vote at the Annual Meeting. A total of 46,073,128
shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the Annual Meeting
were as follows:
Proposal No. 1
Cameron Durrant, M.D, MBA, Ronald Barliant, JD,
Rainer Boehm, M.D., MBA, Cheryl Buxton, MSc.., Dale Chappell, M.D., MBA, John Hohneker, M.D. and Kevin Xie, Ph.D. were elected by a plurality
of the votes entitled to vote on the election of directors, to hold office until the 2023 Annual Meeting of Stockholders by the following
vote (in each case until their successors are elected and qualified, or until their earlier death, resignation or removal):
Nominee |
|
For |
|
Withheld |
|
Broker Non-Votes |
Cameron Durrant, M.D, MBA |
|
30,395,933 |
|
506,316 |
|
15,170,879 |
Ronald Barliant, JD |
|
29,934,474 |
|
967,775 |
|
15,170,879 |
Rainer Boehm, M.D., MBA |
|
29,143,866 |
|
1,758,383 |
|
15,170,879 |
Cheryl Buxton, MSc. |
|
27,748,372 |
|
3,153,877 |
|
15,170,879 |
Dale Chappell, M.D., MBA |
|
30,521,271 |
|
380,978 |
|
15,170,879 |
John Hohneker, M.D. |
|
29,513,077 |
|
1,389,172 |
|
15,170,879 |
Kevin Xie, Ph.D. |
|
29,532,855 |
|
1,369,394 |
|
15,170,879 |
Proposal No. 2
The selection by the Audit Committee of the Board
of HORNE LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 was ratified
by the following vote:
|
|
|
|
|
For |
|
Against |
|
Abstain |
45,307,312 |
|
400,976 |
|
364,840 |
Proposal No. 3
The compensation paid to the Company’s named
executive officers, as disclosed pursuant to Item 402 of Regulation S-K, compensation tables and narrative discussion was approved,
on an advisory basis, by the following vote:
For |
|
Against |
|
Abstain |
|
Broker Non-Votes |
21,177,712 |
|
9,598,316 |
|
126,221 |
|
15,170,879 |
Item 9.01. |
Financial Statements and Exhibits |
(d) Exhibits
Exhibit No. |
|
Exhibit Description |
|
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline
XBRL document) |
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.
|
HUMANIGEN, INC. |
|
|
|
|
|
By: |
/s/ Cameron Durrant |
|
|
Name: |
Cameron Durrant |
|
|
Title: |
Chairman of the Board and Chief Executive Officer |
Dated: June 10, 2022
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