Current Report Filing (8-k)
June 30 2014 - 3:01PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 30, 2014 (June 27, 2014)
Neuralstem, Inc.
(Exact name of registrant as specified
in Charter)
Delaware |
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000-1357459 |
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52-2007292 |
(State or other jurisdiction of
incorporation or organization) |
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(Commission File No.) |
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(IRS Employee Identification No.) |
20271
Goldenrod Lane, 2nd Floor, Germantown, Maryland 20876
(Address of Principal Executive Offices)
(301)
366-4960
(Issuer Telephone
number)
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 (see General Instruction
A.2. below):
| ¨ | 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 5.07 Submission of Matters to a Vote of Security
Holders.
On June 27, 2014, Neuralstem, Inc. (“Company”)
held its 2014 Annual Meeting at 11:00 a.m. PDT at The Lodge at Torrey Pines, 11480 North Torrey Pines Road, La Jolla, California
92037. Only stockholders of record as of the close of business on April 30, 2014 (“Record Date”) were entitled to vote
at the 2014 Annual Meeting. As of the Record Date, 86,762,455 shares of the Company’s common stock were outstanding and entitled
to vote at the 2014 Annual Meeting, of which 70,639,996 shares were represented, in person or by proxy, and which constituted a
quorum. The final results of the stockholder vote on each proposal brought before the meeting were as follows:
(a)
Proposal 1. Each of the two (2) Class III Director nominees to serve for a three-year term expiring at the 2017 Annual
Meeting was elected based upon the following votes:
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Broker |
Nominee |
Votes For |
Votes Withheld |
Non-Votes |
I. Richard Garr |
25,159,638 |
122,900 |
45,357,458 |
Karl Johe, Ph.D |
25,163,490 |
119,048 |
45,357,458 |
(b) Proposal 2. The ratification
of Stegman & Company as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2014 was ratified based upon the following votes:
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|
|
Broker |
Votes For |
Votes Against |
Abstentions |
Non-Votes |
70,153,744 |
323,102 |
163,150 |
0 |
(c) Proposal 3. The amendment
to the Company’s amended and restated certificate of incorporation to increase the Company’s authorized capital by
150,000,000 shares of common stock was approved by the following votes:
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|
Broker |
Votes For |
Votes Against |
Abstentions |
Non-Votes |
62,016,300 |
6,854,468 |
1,259,248 |
0 |
| (d) | Proposal 4. The non-binding advisory vote on executive
compensation was approved based upon the following votes: |
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|
Broker |
Votes For |
Votes Against |
Abstentions |
Non-Votes |
21,316,632 |
3,581,797 |
384,109 |
45,357,458 |
(d) Proposal 5. The non-binding
advisory vote on the frequency of holding future advisory votes on executive compensation received the following votes:
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|
|
1 Year |
2 Years |
3 Years |
11,329,751 |
1,403,082 |
12,224,880 |
In light of the stockholder voting results
at the 2014 Annual Meeting, in which “3 Years” received the highest number of votes cast on the frequency proposal,
the Company’s Board of Directors (the “Board”) has determined that future stockholder advisory (non-binding)
votes on compensation of executives will occur every 3 years, commencing with the 2017 Annual Meeting of Stockholders of the Company
and occurring every three years thereafter or until the Board determines otherwise.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto
duly authorized.
June 30, 2014 |
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Neuralstem, Inc. |
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/s/ Richard Garr |
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By: Richard Garr |
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Chief Executive Officer |