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): May 23, 2012
__________
SIGA TECHNOLOGIES,
INC.
(Exact name of registrant as
specified in its charter)
Delaware | 0-23047 | 13-3864870 |
(State or other jurisdiction of | (Commission file number) | (I.R.S. employer |
incorporation or organization) | identification no.) | |
35 East 62nd Street | ||
New York, New York | 10065 | |
(Address of principal executive | (Zip code) | |
offices) |
Registrants telephone number, including area code: (212) 672-9100
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):
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 1.01. Entry Into a Material Definitive Agreement.
On May 23, 2012, the stockholders of SIGA Technologies, Inc. (the Company) approved an amendment (the Amendment) to the SIGA Technologies, Inc. 2010 Stock Incentive Plan (the Plan). The Amendment increases the maximum number of shares of common stock available for issuance under the Plan from 2,000,000 shares to 4,500,000 shares, and, solely with respect to such 2,500,000 additional shares, extends the term of the Plan until April 25, 2022. The Plan remains unmodified in all other material respects.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this report and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on May 23, 2012 (the 2012 Annual Meeting) in New York, New York. Stockholders representing 46,556,934 shares of common stock, or 90.2% of the shares of common stock outstanding as of the March 30, 2012 record date were present in person or were represented at the meeting by proxy. The items listed below were submitted to a vote of the stockholders present, in person or by proxy, and entitled to vote at the 2012 Annual Meeting. Final voting results are shown below.
(1) | Election of the following individuals to hold office as directors of the Company for terms of one year. |
Number of Shares Voted
Name | For | Withheld |
Eric A. Rose, M.D. | 25,346,679 | 1,907,692 |
James J. Antal | 26,578,765 | 675,606 |
Michael J. Bayer | 26,623,070 | 631,301 |
William C. Bevins | 23,219,856 | 4,034,515 |
Thomas E. Constance | 25,737,582 | 1,516,789 |
Joseph W. Marshall, III | 23,199,152 | 4,055,219 |
Paul G. Savas | 22,389,599 | 4,864,772 |
Bruce Slovin | 22,408,388 | 4,845,983 |
Andrew Stern | 25,174,312 | 2,080,059 |
Frances F. Townsend | 26,827,900 | 426,471 |
Michael A. Weiner, M.D. | 26,539,705 | 714,666 |
(2) | Approval of the amendment to the Plan to increase the maximum number of shares of common stock available for issuance under the Plan from 2,000,000 shares to 4,500,000 shares. Our stockholders approved the amendment to the Plan. |
Number of Shares Voted | |||
For | Against | Abstain | |
24,317,160 | 2,843,350 | 93,861 |
(3) | Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2012. Our stockholders ratified the appointment of PricewaterhouseCoopers LLP. |
Number of Shares Voted | |||
For | Against | Abstain | |
45,727,059 | 321,870 | 508,005 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
10.1 | Amendment to the SIGA Technologies, Inc. 2010 Stock Incentive Plan |
SIGNATURE
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.
SIGA TECHNOLOGIES, INC. | |||
By: | /s/ Daniel J. Luckshire | ||
Name: | Daniel J. Luckshire | ||
Title: | Chief Financial Officer |
Date: May 25, 2012