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):
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).
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.
o
|
Item 5.02
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
|
(e) Compensatory Arrangements of
Certain Officers
On October 4, 2018,
at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of Avid Bioservices, Inc. (the “Company”),
the Company’s stockholders adopted and approved the Avid Bioservices, Inc. 2018 Omnibus Incentive Plan, which had previously
been approved by the Company’s Board of Directors (the “Board”) on August 6, 2018, subject to stockholder approval.
2018 Omnibus
Incentive Plan
The Avid Bioservices,
Inc. 2018 Omnibus Incentive Plan (the “2018 Plan”) provides for the grant of incentive stock options, non-qualified
stock options, stock appreciation rights, restricted stock, restricted stock units, other stock-based awards and cash awards (collectively,
“Awards”). The Board has the authority to determine the type of Award as well as the amount, terms and conditions of
each Award under the 2018 Plan, subject to the limitations and other provisions of the 2018 Plan. The Board may delegate the forgoing
authority to the Compensation Committee of the Board.
Persons eligible to
receive Awards under the 2018 Plan includes all employees, officers, non-employee directors of, and consultants to, the Company
or an affiliate, as determined by the Board.
The purposes of the
2018 Plan are to enhance the Company’s ability to attract and retain qualified officers, non-employee directors, key employees,
and consultants, and to motivate such service providers to serve the Company and to expend effort to improve the business results
and earnings of the Company, by providing to such persons an opportunity to acquire or increase a direct proprietary interest in
the operations and future success of the Company.
The number of shares
of the Company’s common stock authorized for issuance under the 2018 Plan is the sum of (A) 2,350,000 and (B) the number
of shares of common stock available for the grant of awards under the Company’s 2009, 2010, and 2011 Stock Incentive Plans
(the “Prior Plans”) as of October 4, 2018 (or the “Effective Date” of the 2018 Plan). The 2018 Plan replaces
the Prior Plans, and no new awards will be granted under the Prior Plans after the Effective Date. Any awards outstanding under
the Prior Plans on the Effective Date will remain subject to and be paid under the applicable Prior Plan, and any shares subject
to outstanding awards under the Prior Plans that subsequently expire, terminate, or are surrendered or forfeited for any reason
without issuance of shares will automatically become available for issuance under the 2018 Plan. The number of shares available
for Awards, as well as the terms of outstanding Awards is subject to adjustment as provided in the 2018 Plan for stock splits,
stock dividends, recapitalizations and other similar events. Unless terminated earlier by the Board, Awards may be granted under
the 2018 Plan until October 4, 2028.
This summary of the
2018 Plan is qualified in its entirety by reference to the full text of the 2018 Plan, a copy of which is attached as Exhibit A
to the Company’s Definitive Proxy for its 2018 Annual Stockholders Meeting filed with the Securities and Exchange Commission
on August 17, 2018 and incorporated herein by this reference. In addition, a more detailed summary of the 2018 Plan can be found
in such Definitive Proxy Statement, which is incorporated herein by this reference.
|
Item 5.03
|
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
|
Also at the Annual
Meeting, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended,
to decrease the number of authorized shares of the Company’s common stock, par value $0.001 per share, from 500,000,000 shares
to 150,000,000 shares (the “Certificate of Amendment”). The Certificate of Amendment became effective upon filing with
the Secretary of State of the State of Delaware on October 4, 2018. A copy of the Certificate of Amendment is attached as
Exhibit 3.4 hereto and is incorporated into this Item 5.03 by reference.
|
Item 5.07
|
Submission of Matters to a Vote of Security Holders.
|
At the Annual Meeting,
of the 55,990,274 shares of the Company’s common stock outstanding (as of the record date of August 10, 2018) and entitled
to vote, 48,860,472 shares were present in-person or represented by proxy, representing 87% 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 17, 2018.
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
2019 Annual Meeting of Stockholders. The votes were as follows:
Nominee
|
|
Votes For
|
|
Votes Withheld
|
|
Broker Non-Votes
|
Mark R. Bamforth
|
|
20,030,059
|
|
3,452,628
|
|
25,377,785
|
Joseph Carleone, Ph.D.
|
|
21,082,373
|
|
2,400,314
|
|
25,377,785
|
Richard B. Hancock
|
|
21,106,332
|
|
2,376,355
|
|
25,377,785
|
Roger J. Lias, Ph.D.
|
|
21,082,017
|
|
2,400,670
|
|
25,377,785
|
Joel McComb
|
|
21,006,974
|
|
2,475,713
|
|
25,377,785
|
Gregory P. Sargen
|
|
21,104,745
|
|
2,377,942
|
|
25,377,785
|
Patrick D. Walsh
|
|
21,037,367
|
|
2,445,320
|
|
25,377,785
|
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, 2019. The votes were as follows:
Votes For
|
|
Votes Against
|
|
Abstain
|
48,069,383
|
|
658,240
|
|
132,849
|
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 named executive officers
as disclosed in the Company’s Definitive Proxy Statement for its 2018 Annual Meeting of Stockholders. The votes were as follows:
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
22,496,412
|
|
698,546
|
|
287,729
|
|
25,377,785
|
Proposal No. 4: To Approve an Amendment to the Company’s
Certificate of Incorporation
The Company’s
stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended, to decrease the number of authorized
shares of the Company’s common stock, par value $0.001 per share, from 500,000,000 shares to 150,000,000 shares. The votes
were as follows:
Votes For
|
|
Votes Against
|
|
Abstain
|
47,119,597
|
|
687,453
|
|
1,053,422
|
Proposal No. 5: To Approve the Avid Bioservices, Inc.
2018 Omnibus Incentive Plan
The Company’s
stockholders approved the Avid Bioservices, Inc. 2018 Omnibus Incentive Plan. The votes were as follows:
Votes For
|
|
Votes Against
|
|
Abstain
|
|
Broker Non-Votes
|
22,449,021
|
|
753,896
|
|
279,770
|
|
25,377,785
|