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 13, 2019
TG Therapeutics, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
001-32639
(Commission File
Number)
|
36-3898269
(IRS
Employer Identification No.)
|
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:
☐ Written
communications pursuant to Rule 425 under the Securities
Act.
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act.
☐ Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
Securities
filed pursuant to Section 12(b) of the Act:
|
Title
of Class
|
Trading
Symbol(s)
|
Exchange
Name
|
|
Common
Stock
|
TGTX
|
Nasdaq
Capital Market
|
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 Thursday, June 13, 2019
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 73,323,677, or 82.01%, of the 89,399,818 outstanding
shares 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, 2, 3, and 4 were approved, while Proposal 5 was not approved.
The proposals below are described in detail in the Company’s
definitive proxy statement dated April 30, 2019 for the annual
meeting.
The
results are as follows:
Proposal 1
The
following persons were nominated and elected
directors:
|
Michael
S.
Weiss
|
Laurence
N.
Charney
|
William
J.
Kennedy
|
Mark
Schoenebaum,
MD
|
Yann
Echelard
|
Kenneth
Hoberman
|
Daniel
Hume
|
The
shareholder voting for board members is summarized as
follows:
|
Director
|
|
Votes For
|
|
Votes Withheld
|
|
Abstentions
|
|
Broker Non-Votes
|
|
Michael
S. Weiss
|
|
35,098,269
|
|
5,657,030
|
|
0
|
|
32,568,378
|
|
Laurence
N. Charney
|
|
29,089,938
|
|
11,665,361
|
|
0
|
|
32,568,378
|
|
William
J. Kennedy
|
|
29,075,919
|
|
11,679,380
|
|
0
|
|
32,568,378
|
|
Mark
Schoenebaum, MD
|
|
28,048,449
|
|
12,706,850
|
|
0
|
|
32,568,378
|
|
Yann
Echelard
|
|
35,499,300
|
|
5,255,999
|
|
0
|
|
32,568,378
|
|
Kenneth
Hoberman
|
|
34,101,414
|
|
6,653,885
|
|
0
|
|
32,568,378
|
|
Daniel
Hume
|
|
35,494,132
|
|
5,261,167
|
|
0
|
|
32,568,378
|
All
seven directors will serve on the board of directors of the Company
(the “Board”) until the 2020 annual
meeting.
Proposal 2
CohnReznick LLP was approved as the Company’s independent
registered public accountant for the fiscal year ending December
31, 2019.
The votes cast were as follows:
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
70,713,954
|
|
2,454,575
|
|
155,148
|
|
0
|
Proposal 3
Under the advisory vote, the compensation of the Company’s
named executive officers was approved.
The votes cast were as follows:
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
18,680,856
|
|
14,124,362
|
|
7,950,081
|
|
32,568,378
|
Proposal 4
Under the advisory vote, the shareholders recommended that an
advisory vote to approve the compensation of our named executive
officers should occur every three (3) years.
The votes cast were as follows:
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstentions
|
|
14,493,936
|
|
525,535
|
|
24,796,946
|
|
938,882
|
Proposal 5
A shareholder proposal to amend the Company’s articles of
incorporation and bylaws to require a majority vote in director
elections was not approved.
The votes cast were as follows:
|
Votes For
|
|
Votes Against
|
|
Abstentions
|
|
Broker Non-Votes
|
|
15,664,238
|
|
24,562,223
|
|
528,838
|
|
32,568,378
|
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.
|
|
TG Therapeutics, Inc.
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
|
|
Date: June 13,
2019
|
By:
|
/s/ Sean A.
Power
|
|
|
|
|
Sean A.
Power
|
|
|
|
|
Chief
Financial Officer
|
|