UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On Thursday, June 14, 2023, at 9:30 a.m. Eastern Time, by means of an online meeting platform, TG Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting. Stockholders representing 102,820,283, or 68.82%, of the 149,396,038 outstanding shares were present in person or by proxy, constituting a quorum under applicable law. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “SEC”). Each of the proposals below are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2023 Annual Meeting, filed with the SEC on May 1, 2023. At the Annual Meeting, all of the proposals were approved except for proposals 3 and 4.
The results are as follows:
Proposal 1
The votes with respect to the election of the six directors to hold office until the 2024 annual meeting were as follows:
Director | Votes For | % Voted For | Votes Withheld | % Voted Withheld | Broker Non-Votes |
Michael S. Weiss | 52,918,081 | 75.82% | 16,872,475 | 24.18% | 33,029,727 |
Laurence N. Charney | 46,123,745 | 66.09% | 23,666,811 | 33.91% | 33,029,727 |
Yann Echelard | 28,225,552 | 40.44% | 41,565,004 | 59.56% | 33,029,727 |
Kenneth Hoberman | 40,907,515 | 58.61% | 28,883,041 | 41.39% | 33,029,727 |
Daniel Hume | 28,252,141 | 40.48% | 41,538,415 | 59.52% | 33,029,727 |
Sagar Lonial, MD | 27,569,602 | 39.50% | 42,220,954 | 60.50% | 33,029,727 |
Proposal 2
The vote with respect to the ratification of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was as follows:
Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes |
102,257,138 | 185,695 | 377,450 | -- |
Proposal 3
The advisory vote to approve the compensation of the Company’s named executive officers was as follows:
Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes |
26,007,780 | 43,450,323 | 332,453 | 33,029,727 |
Proposal 4
The vote to approve the amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 175,000,000 to 200,000,000 was as follows:
Total Votes For | Total Votes Against | Abstentions | Broker Non-Votes |
69,863,544 | 32,188,227 | 768,512 | -- |
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 15, 2023 | By: | /s/ Sean A. Power |
Name: | Sean A. Power | |
Title: | Chief Financial Officer | |