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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): May 22, 2013


IGI LABORATORIES, INC.


(Exact name of registrant as specified in its charter)

 

 

 

 

 

Delaware

 

001-08568

 

01-0355758

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

 

 

105 Lincoln Avenue

Buena, New Jersey

 

08310

(Address of principal executive offices)

 

(Zip Code)

 

 

 

Registrant’s telephone number, including area code: (856) 697-1441


Not Applicable

(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. below):

 

 

¨

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))







Item 3.03.

Material Modification to Rights of Security Holders.


On May 29, 2013, as approved by IGI Laboratories, Inc.’s (the “Company”) stockholders, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock of the Company from 50,000,000 to 60,000,000 (the “Certificate of Amendment”).


A copy of the Certificate of Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.


Item 5.07.

Submission of Matters to a Vote of Security Holders.


(a)

On May 22, 2013, the Company held its 2013 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, 38,074,405 votes were present in person or represented by proxy, which represented 82.38% of the total outstanding eligible votes as of the record date of April 9, 2013.


(b)

The following actions were taken in the Annual Meeting:


(1)

The following six nominees were reelected to serve on the Company’s Board of Directors (the “Board”) until the Company’s 2014 annual meeting of stockholders and until their successors are duly elected and qualified, based on the following votes:


 

Name of Director
Nominees

Votes For

Votes
Withheld

Broker
Non-Vote

 

 

 

 

 

 

Joyce Erony

12,805,759

140,913

25,127,733

 

Jason Grenfell-Gardner

12,835,559

111,113

25,127,733

 

James C. Gale

12,807,759

138,913

25,127,733

 

Michael Hemric

12,821,337

125,335

25,127,733

 

Narendra N. Borkar

12,835,309

111,363

25,127,733

 

Bhaskar Chaudhuri

12,821,137

125,535

25,127,733


(2)

The amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 50,000,000 to 60,000,000, was approved, based on the following votes:


Votes For

Votes Against

Votes Abstain

Broker Non-Vote

 

 

 

 

36,888,637

865,822

172,880

147,066


(3)

The selection of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013, was ratified, based on the following votes:


Votes For

Votes Against

Votes Abstain

Broker Non-Vote

 

 

 

 

37,848,970

30,288

195,146

0







(4)

The compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting was approved, on advisory basis, based on the following votes:


Votes For

Votes Against

Votes Abstain

Broker Non-Vote

 

 

 

 

12,458,245

257,531

230,896

25,127,733

 

 

 

 

(5)

A stockholder advisory vote on the compensation of the Company’s named executive officers was recommended, on advisory basis, to be held each year, based on the following votes:


Every Year

Every Two Years

Every Three Years

Votes Abstain

Broker Non-Vote

 

 

 

 

 

11,280,614

1,147,380

98,093

253,660

25,127,733


(d)

Consistent with the recommendation of the Board in the Proxy Statement and the stockholder votes at the Annual Meeting, the board of directors has determined to hold a non-binding, advisory vote on the compensation of our named executive officers every year until the earlier of (i) the next required vote on the frequency of such advisory vote, which is currently expected to be held at our 2014 annual meeting of stockholders; or (ii) such date that the Board decides to hold the next stockholder advisory vote on the frequency of such advisory votes.


Item 9.01.

Financial Statements and Exhibits.


(d)Exhibits.


Exhibit

 

 

Number

 

Description

 

 

 

3.1

 

Certificate of Amendment to Amended and Restated Certificate of Incorporation of IGI Laboratories, Inc.







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.


IGI LABORATORIES, INC.


Date:May 29, 2013

By: /s/ Jenniffer Collins         

 

Name:

Jenniffer Collins

 

Title:

Chief Financial Officer