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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): October 23, 2023

 

 

 

AVID BIOSERVICES, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 001-32839 95-3698422
(State of other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

 

14191 Myford Road, Tustin, California 92780

(Address of Principal Executive Offices)

 

Registrant’s telephone number, including area code: (714) 508-6100

 

__________________________________

(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.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock, $0.001 par value per share CDMO The NASDAQ Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

   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 5.07Submission of Matters to a Vote of Security Holders.

 

On October 23, 2023, Avid Bioservices, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) in a virtual-only format. At the Annual Meeting, of the 63,112,934 shares of the Company’s common stock outstanding (as of the record date of August 25, 2023) and entitled to vote, 54,556,091 shares were present in-person virtually or represented by proxy, representing approximately 86% of the total outstanding shares entitled to vote. The final voting results of each proposal voted on at the Annual Meeting are set forth below. For more information about the proposals set forth below, please refer to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on August 28, 2023.

 

Proposal No. 1: Election of Directors

 

The Company’s stockholders elected each of the seven nominees named below to serve on the Company’s Board of Directors until the Company’s 2024 Annual Meeting of Stockholders. Election of each director required approval by a plurality of the votes cast and thus votes against were not applicable. The votes were as follows:

 

Nominee

 

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

Esther M. Alegria, Ph.D.   45,955,927   2,695,187   5,904,977
Joseph Carleone, Ph.D.   46,710,124   1,940,990   5,904,977
Nicholas S. Green   48,024,167   626,947   5,904,977
Richard B. Hancock   43,015,684   5,635,430   5,904,977
Catherine J. Mackey, Ph.D.   44,810,991   3,840,123   5,904,977
Gregory P. Sargen   45,083,773   3,567,341   5,904,977
Jeanne A. Thoma   43,651,130   4,999,984   5,904,977

 

Proposal No. 2: Ratification of Independent Registered Public Accounting Firm

 

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 30, 2024. The votes were as follows:

 

Votes For   Votes Against   Abstain
53,977,285   557,301   21,505

 

Proposal No. 3: To Approve, on an Advisory Basis, the Compensation of the Named Executive Officers

 

The Company’s stockholders approved, on an advisory basis, a non-binding resolution approving the compensation of the Company’s named executive officers as disclosed in the Company’s Definitive Proxy Statement for its 2023 Annual Meeting of Stockholders. The votes were as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes
44,230,126   2,260,460   2,160,528   5,904,977

 

 

Proposal No. 4: To Determine, on an Advisory Basis, the Frequency of the Advisory Vote on the Compensation of the Named Executive Officers

 

The Company’s stockholders voted, on an advisory basis, that the frequency of the Company’s named executive officer compensation advisory votes should be every year. The votes were as follows:

 

One Year   Two Years   Three Years   Abstain
47,301,788   75,539   1,149,564   124,223

 

 

 

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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.

 

  AVID BIOSERVICES, INC.  
       
       
Date: October 25, 2023 By: /s/ Daniel R. Hart  
    Daniel R. Hart  
    Chief Financial Officer  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Cover
Oct. 23, 2023
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Oct. 23, 2023
Entity File Number 001-32839
Entity Registrant Name AVID BIOSERVICES, INC.
Entity Central Index Key 0000704562
Entity Tax Identification Number 95-3698422
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 14191 Myford Road
Entity Address, City or Town Tustin
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92780
City Area Code (714)
Local Phone Number 508-6100
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol CDMO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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