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): December 11, 2014
PSIVIDA CORP.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 000-51122 | 26-2774444 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
480 Pleasant Street
Watertown, MA 02472
(Address of Principal Executive Offices) (Zip Code)
(617) 926-5000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(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 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.
The Annual Meeting of Stockholders of pSivida Corp. (the “Company”) was held on December 11, 2014. The stockholders elected each of the Company’s nominees for director, approved the stock option grant to the Company’s Chief Executive Officer, approved the stock option grants to the Company’s non-executive directors, ratified the issuance of common stock to funds affiliated with RA Capital in March 2014 and under the Company’s ATM facility in December 2013, approved, on an advisory basis, the Company’s 2014 executive compensation and ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2015. The proposals below are described in detail in the Company’s definitive proxy statement filed with the SEC on October 24, 2014.
The results are as follows:
| 1. | Election of Directors. |
| DIRECTOR NOMINEE | FOR | WITHHELD | NON VOTE | |||||||||
| David J. Mazzo |
8,546,783 | 467,113 | 10,958,201 | |||||||||
| Paul Ashton |
8,450,417 | 563,479 | 10,958,201 | |||||||||
| Douglas Godshall |
8,549,121 | 464,775 | 10,958,201 | |||||||||
| James Barry |
8,548,533 | 465,363 | 10,958,201 | |||||||||
| Michael Rogers |
8,549,533 | 464,363 | 10,958,201 | |||||||||
| Peter G. Savas |
8,546,446 | 467,450 | 10,958,201 | |||||||||
| 2. | Approval of stock option grant to the Company’s Chief Executive Officer. |
| FOR |
7,341,829 | |||
| AGAINST |
1,473,255 | |||
| ABSTAIN |
198,812 | |||
| NON VOTES |
10,958,201 |
| 3. | Approval of stock option grant to the following non-executive directors. |
| DIRECTOR | FOR | AGAINST | ABSTAIN | NON VOTES | ||||||||||||
| James Barry |
7,451,182 | 1,413,569 | 149,145 | 10,958,201 | ||||||||||||
| Douglas Godshall |
7,256,582 | 1,608,169 | 149,145 | 10,958,201 | ||||||||||||
| Michael Rogers |
7,253,582 | 1,611,169 | 149,145 | 10,958,201 | ||||||||||||
| Peter G. Savas |
7,251,482 | 1,613,269 | 149,145 | 10,958,201 | ||||||||||||
| David J Mazzo |
7,332,822 | 1,532,869 | 148,205 | 10,958,201 | ||||||||||||
| 4. | For purposes of ASX Listing Rule 7.4 |
| a. | Ratification of the issuance and sale of 1,700,000 shares of common stock in a March 2014 registered direct offering |
| FOR |
8,269,619 | |||
| AGAINST |
673,949 | |||
| ABSTAIN |
70,328 | |||
| NON VOTES |
10,958,201 |
| b. | Ratification of the issuance and sale of 381,562 shares of common stock under the Company’s ATM in December 2013 |
| FOR |
8,277,306 | |||
| AGAINST |
659,789 | |||
| ABSTAIN |
76,801 | |||
| NON VOTES |
10,958,201 |
| 5. | Advisory vote on the Company’s 2014 executive compensation |
| FOR |
7,874,575 | |||
| AGAINST |
844,203 | |||
| ABSTAIN |
295,118 | |||
| NON VOTES |
10,958,201 |
| 6. | Ratification of the appointment of Deloitte & Touche LLP. |
| FOR |
17,430,482 | |||
| AGAINST |
1,945,499 | |||
| ABSTAIN |
596,116 |
SIGNATURE
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.
| PSIVIDA CORP. | ||||||
| Date: December 15, 2014 | By: | /s/ Lori Freedman | ||||
| Lori Freedman, Vice President, Corporate Affairs, | ||||||
| General Counsel and Secretary | ||||||