UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer Pursuant to Rule
13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the Month of August 2023
Commission File Number: 001-37353
BIONDVAX PHARMACEUTICALS LTD.
(Translation of registrant’s name into English)
Jerusalem BioPark, 2nd Floor
Hadassah Ein Kerem Campus
Jerusalem, Israel
(Address of principal executive office)
Indicate by check mark whether the registrant files
or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On August 24, 2023, BiondVax
Pharmaceuticals Ltd (the “Company”) held its annual general meeting of shareholders (the “Meeting”). The
total number of ordinary shares of the Company entitled to vote at the Meeting was 1,453,761,440 Ordinary Shares (each 400 Ordinary Shares
represented by one American Depository Share (“ADS”)) and there were present, in person or by proxy, 424,962,800 ordinary shares,
which constituted a quorum for the Meeting. The matters voted upon, and the results of the vote were as follows:
Proposal 1: Approval of the re-election of
Professor Avner Rotman to the board of directors, to serve until the third annual meeting after the Meeting.
The shareholders approved the re-election of Professor
Avner Rotman to the board of directors, to serve until the third annual meeting after the Meeting:
FOR |
|
AGAINST |
|
ABSTAIN |
416,059,600 |
|
6,592,400 |
|
2,310,800 |
Proposal 2: Approval of the re-election of
Mr. Samuel Moed to the board of directors, to serve until the third annual meeting after the Meeting.
The shareholders approved the re-election of Mr.
Samuel Moed to the board of directors, to serve until the third annual meeting after the Meeting:
FOR |
|
AGAINST |
|
ABSTAIN |
415,898,400 |
|
6,705,600 |
|
2,318,800 |
Proposal 3: Approval a change of the Company’s
name to “Scinai Immunotherapeutics Ltd.” or such other name that contains the word “Scinai” as the management
of the Company shall determine and as shall be approved by the Israel Registrar of Companies and to amend the Company’s Articles
of Association (the “Articles”) accordingly.
The shareholders approved a change of the Company’s
name to “Scinai Immunotherapeutics Ltd.” or such other name that contains the word “Scinai” as the management
of the Company shall determine and as shall be approved by the Israel Registrar of Companies and to amend the Articles accordingly:
FOR |
|
AGAINST |
|
ABSTAIN |
414,134,400 |
|
8,384,400 |
|
2,444,000 |
At least 75% of the voting power represented at
the Meeting, in person or by proxy, and voting on the matter presented, voted in favor of Proposal 3.
Proposal 4: Approval of an amendment to the
Articles to reflect that the Company is required to appoint external directors under the Israel Companies Law, 5759-1999 (the “Companies
Law”) only to the extent required by the Companies Law and the regulations thereunder.
The shareholders approved an amendment to the
Articles to reflect that the Company is required to appoint external directors under the Companies Law only to the extent required by
the Companies Law and the regulations thereunder:
FOR |
|
AGAINST |
|
ABSTAIN |
416,212,800 |
|
6,404,800 |
|
2,333,200 |
At least 75% of the voting power represented at
the Meeting, in person or by proxy, and voting on the matter presented, voted in favor of Proposal 4.
Proposal 5: Approval of amendments to the annual
cash compensation paid to our independent directors.
The shareholders approved the amendments to the
annual cash compensation paid to our independent directors:
FOR |
|
AGAINST |
|
ABSTAIN |
407,006,000 |
|
14,793,600 |
|
3,042,800 |
Proposal 6: Approval of the cancellation of
options to purchase ADSs previously granted to our non-executive directors and the grant to our non-executive directors of replacement
options to purchase ADSs.
The shareholders approved the cancellation of
options to purchase ADSs previously granted to our non-executive directors and the grant to our non-executive directors of replacement
options to purchase ADSs:
FOR |
|
AGAINST |
|
ABSTAIN |
410,313,600 |
|
11,301,600 |
|
2,492,000 |
Proposal 7: Approval of a new grant of options
to purchase ADSs to our non-executive directors.
The shareholders approved a new grant of options
to purchase ADSs to our non-executive directors:
FOR |
|
AGAINST |
|
ABSTAIN |
405,284,000 |
|
16,308,000 |
|
2,520,400 |
Proposal 8: Approval of a grant of 78,125 restricted
share units to Amir Reichman, Chief Executive Officer of the Company, as Mr. Reichman’s long-term incentive grant award for 2022.
The shareholders approved a grant of 78,125 restricted
share units to Amir Reichman, Chief Executive Officer of the Company, as Mr. Reichman’s long-term incentive grant award for 2022:
FOR |
|
AGAINST |
|
ABSTAIN |
405,311,200 |
|
14,924,400 |
|
3,218,000 |
The total number of votes of the holders that
are not controlling shareholders and do not have a personal interest in approval of the proposal that are voted against such proposal
does not exceed two percent (2%) of the total voting rights in the Company. In addition, the majority vote at the Meeting in favor of
the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company and do
not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without
taking abstentions into account.
Proposal 9: Approval of a cash bonus for 2022
for Mark Germain, Chairman of the Board of Directors.
The shareholders approved a cash bonus for 2022
for Mark Germain, Chairman of the Board of Directors:
FOR |
|
AGAINST |
|
ABSTAIN |
388,203,200 |
|
25,296,000 |
|
8,762,400 |
The total number of votes of the holders that
are not controlling shareholders and do not have a personal interest in approval of the proposal that are voted against such proposal
does not exceed two percent (2%) of the total voting rights in the Company. In addition, the majority vote at the Meeting in favor of
the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company and do
not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without
taking abstentions into account.
Proposal 10: Approval of amendments to the
Company’s Compensation Policy for Executive Officers and Directors.
The shareholders approved amendments to the Company’s
Compensation Policy for Executive Officers and Directors:
FOR |
|
AGAINST |
|
ABSTAIN |
401,411,600 |
|
16,940,800 |
|
3,986,400 |
The total number of votes of the holders that
are not controlling shareholders and do not have a personal interest in approval of the proposal that are voted against such proposal
does not exceed two percent (2%) of the total voting rights in the Company. In addition, the majority vote at the Meeting in favor of
the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company and do
not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without
taking abstentions into account.
Proposal 11: Approval and ratification of the
appointment of Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International
Limited, as the Company’s auditors for the year 2023 and for an additional period until the next annual meeting.
The shareholders approved and ratified the appointment
of Kesselman & Kesselman, certified public accountants in Israel and a member of PricewaterhouseCoopers International Limited, as
the Company’s auditors for the year 2023 and for an additional period until the next annual meeting:
FOR |
|
AGAINST |
|
ABSTAIN |
414,230,400 |
|
6,382,000 |
|
3,234,400 |
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.
|
BiondVax Pharmaceuticals Ltd |
|
|
August 24, 2023 |
/s/ Amir Reichman |
|
Amir Reichman |
|
Chief Executive Officer |
4
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