TG Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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Date of report (Date of earliest event reported): June 14, 2024

 

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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:

 

 

 

 

 

Securities filed pursuant to Section 12(b) of the Act:

 

 

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. ☐

 

 

 

 

As described under Item 5.07 of this Current Report, on June 14, 2024, the stockholders of TG Therapeutics, Inc., (the “Company”) voted at the Company’s 2024 annual meeting of stockholders (the “2024 Annual Meeting”) to approve an amendment to the Company’s 2022 Incentive Plan to remove the full-value awards limit.

 

A copy of the amendment to the Company’s 2022 Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02. A copy of the amendment to the Company’s 2022 Incentive Plan was filed as Appendix B to the proxy statement on Schedule 14A for the 2024 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024.

 

 

As described under Item 5.07 of this Current Report, on June 14, 2024, the stockholders of the Company voted at the 2024 Annual Meeting to approve an 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 190,000,000 (the “Amendment”).

 

On June 14, 2024, following the 2024 Annual Meeting, the Company filed a certificate of amendment (the “Certificate”) giving effect to the Amendment with the Secretary of State of the State of Delaware. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. A copy of the Amendment was filed as Appendix A to the proxy statement on Schedule 14A for the 2024 Annual Meeting filed with the SEC on April 29, 2024.

 

 

On Thursday, June 14, 2024, at 9:30 a.m. Eastern Time, by means of an online meeting platform, the Company held its 2024 Annual Meeting. Stockholders representing 111,075,029, or 71.87%, of the 154,542,945 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 SEC. Each of the proposals below are described in detail in the Company’s definitive proxy statement on Schedule 14A for the 2024 Annual Meeting, filed with the SEC on April 29, 2024. At the 2024 Annual Meeting, all of the proposals were approved.

 

The results are as follows:

 

 

The votes with respect to the election of the six directors to hold office until the 2025 annual meeting were as follows:

 

 

 

 

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, 2024 was as follows:

 

 

 

 

The advisory vote to approve the compensation of the Company’s named executive officers was as follows:

 

 

 

 

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 190,000,000 was as follows:

 

 

 

 

The vote to approve the amendment to the Company’s 2022 Incentive Plan to remove the full-value awards limit was as follows:

 

 

 

 

(d) Exhibits

 

 

 

 

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.