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 16, 2017
TG Therapeutics, Inc.
(Exact Name of
Registrant as Specified in Charter)
|
Delaware
(State or Other
Jurisdiction
of
Incorporation)
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001-32639
(Commission File
Number)
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36-3898269
(IRS Employer
Identification No.)
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2 Gansevoort Street, 9th
Floor
New York, New York 10014
(Address of
Principal Executive Offices)
(212) 554-4484
(Registrant's
telephone number, including area code)
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:
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☐
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Written communications pursuant to Rule 425
under the Securities Act.
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☐
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Soliciting material pursuant to Rule 14a-12
under the Exchange Act.
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☐
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Pre-commencement communications pursuant to Rule
14d-2b under the Exchange Act.
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☐
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Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act.
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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.
TG Therapeutics, Inc. (the “Company”)
held its annual meeting of stockholders on Friday, June 16, 2017 at
the offices of its legal counsel, Alston & Bird LLP, 90 Park
Avenue, New York, New York 10016 at 9:30 a.m. Eastern
Standard Time. Stockholders representing 44,891,432, or 67.19%, of
the 66,816,455 shares entitled to vote were present in person or by
proxy. Proxies were solicited by the Company pursuant to Regulation
14A under the Securities Exchange Act of 1934, as amended. At the
annual meeting, Proposals 1 and 2 were approved. The proposals
below are described in detail in the Company’s definitive
proxy statement dated April 28, 2017 for the annual
meeting.
The
results are as follows:
Proposal 1
The
following persons were nominated and elected
directors:
|
Michael
S.
Weiss
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Laurence
N.
Charney
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William
J.
Kennedy
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Mark
Schoenebaum,
MD
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Yann
Echelard
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Kenneth
Hoberman
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Daniel
Hume
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The
shareholder voting for board members is summarized as
follows:
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Director
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Votes For
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Votes Withheld
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Abstentions
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Broker Non-Votes
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Michael
S. Weiss
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25,416,450
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2,225,953
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0
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17,249,029
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Laurence
N. Charney
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20,977,007
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6,665,396
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0
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17,249,029
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William
J. Kennedy
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21,489,066
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6,153,337
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0
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17,249,029
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Mark
Schoenebaum, MD
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12,631,181
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15,011,222
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0
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17,249,029
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Yann
Echelard
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27,358,300
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284,103
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0
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17,249,029
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Kenneth
Hoberman
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27,360,700
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281,703
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0
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17,249,029
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Daniel
Hume
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27,356,601
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285,802
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0
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17,249,029
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All
seven directors will serve on the board of directors of the Company
(the “Board”) until the 2018 annual
meeting.
Proposal 2
CohnReznick LLP was approved as the Company’s independent
registered public accountant for the fiscal year ending December
31, 2017.
The votes cast were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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44,561,151
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122,439
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207,842
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0
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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.
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TG Therapeutics, Inc.
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(Registrant)
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Date: June 21,
2017
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By: /s/
Sean A.
Power
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Sean A.
Power
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Chief Financial
Officer
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