Form 8-K for MULTICELL TECHNOLOGIES, INC.
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13-Jul-2011
Change in Directors or Principal Officers, Submission of Matters to
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Consistent with the prior year, on July 11, 2011, the board of directors of
MultiCell Technologies, Inc., or the Company, approved the grant of options to
purchase shares of the Company's common stock to each director in consideration
for their board service as follows:
Name Number of Shares
W. Gerald Newmin 1,000,000
Anthony E. Altig 1,000,000
Edward Sigmon 1,000,000
Thomas A. Page 1,000,000
Stephen Chang, Ph. D. 1,000,000
Twenty-five percent (25%) of the shares subject to each option shall vest on the last day of each quarter over the year following the date of grant, subject to the respective option holder's continued service to the Company.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on July 11, 2011, to consider and vote on the matters listed below. The proposals are described in detail in the Proxy Statement filed with the Securities and Exchange Commission on June 15, 2011. The final voting results from the meeting are set forth below.
Proposal 1: Election of Directors
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.
Votes
Name Votes For Withheld Broker Non-Votes
W. Gerald Newmin 57,421,085 5,287,819 421,263,996
Thomas A. Page 57,696,837 5,012,067 421,263,996
Edward Sigmond 57,217,767 5,491,137 421,263,996
Stephen Chang, Ph. D. 58,625,688 4,083,216 421,263,996
Anthony E. Altig 57,410,767 5,298,137 421,263,996
Proposal 2: Ratification of Selection of Independent Auditors
The proposal ratifies the selection of Hanson Barnett & Maxwell P.C. as the Company's Independent Registered Public Accounting Firm. The results of the voting included 464,023,678 votes for, 4,017,049 votes against, 15,932,173 votes abstained and no non-votes. The selection was ratified.
Proposal 3: Approval of the Certificate of Amendment of the Company's Amended and Restated Certificate of Incorporation
This proposal amends and restates the Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company's common stock to a total of 1.25 billion shares and ratify certain prior increases in the number of authorized shares. The results of the voting included 378,917,055 votes for, 94,113,037 votes against, 10,942,808 votes abstained and no non-votes. The amendment was approved.
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Proposal 4: Approval of the Amendment of the Company's 2004 Equity Incentive Plan
This proposal amends the Company's 2004 Equity Incentive Plan, or the Plan, to increase the number of shares reserved for the Plan to a total of 70,974,213, approve further annual increases in the number of shares reserved under the Plan, and ratify certain prior increases in the number of shares reserved for issuance under the Plan. The results of the voting included 42,757,109 votes for, 17,635,460 votes against, 2,316,335 votes abstained and 421,263,996 broker non-votes. The amendment was approved.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.01 Certificate of Amendment of the Amended and Restated
Certificate of Incorporation
10.1 2004 Equity Incentive Plan, as amended
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