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): June 1, 2016
PHARMATHENE, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-32587 | 20-2726770 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| One Park Place, Suite 450 Annapolis, Maryland |
21401 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number including area code: (410) 269-2600
(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:
| ¨ | 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 5.02 | Departure of Directors and Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 1, 2016, the board of directors of PharmAthene, Inc. (the "Company") granted John M. Gill, the Company's chief executive officer, a stock option to purchase 100,000 shares of the Company’s common stock at an exercise price of $2.20, the closing price of the Company’s common stock as reported on the NYSE:MKT on June 1, 2016. The stock option vests over a 3 year period (subject to acceleration upon the occurrence of certain events) with 25% vesting immediately and 25% vesting on each of the first, second and third anniversaries of the grant date and will expire on May 31, 2026. In addition, on June 1, 2016, the Company agreed to pay Mr. Gill a $25,000 discretionary cash bonus.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the annual meeting of stockholders (the “Annual Meeting”) of the Company held on June 1, 2016, the holders of the Company’s common stock voted to elect each of the following directors to serve until the next annual meeting and until his successor is duly elected and qualified:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||
| John M. Gill | 30,156,342 | 949,024 | 20,953,969 | |||
| Eric I. Richman | 30,155,923 | 949,443 | 20,953,969 | |||
| Jeffrey W. Runge, M.D. | 30,126,342 | 979,024 | 20,953,969 | |||
| Mitchel B. Sayare, Ph.D. | 30,126,023 | 979,343 | 20,953,969 | |||
| Derace L. Schaffer, M.D. | 30,126,442 | 978,924 | 20,953,969 | |||
| Steven St. Peter, M.D. | 30,155,923 | 949,443 | 20,953,969 |
At the Annual Meeting, the Company’s stockholders also voted on the following proposals:
| Proposal | For | Against | Abstain | Broker Non-Votes | ||||
| To ratify the Company's Tax Benefit Preservation Plan designed to protect the tax benefit of the Company's net operating loss carryforwards. | 30,806,349 | 255,829 | 43,188 | 20,953,969 | ||||
| To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 | 51,666,301 | 374,843 | 18,191 | N/A |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
PHARMATHENE, INC. | ||
| Date: June 7, 2016 | By: | /s/ Philip MacNeill |
|
Philip MacNeill Vice President, Chief Financial Officer, Treasurer and Secretary | ||