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): May 28, 2014

 

CELLDEX THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware

 

000-15006

 

13-3191702

(State or Other Jurisdiction

 

(Commission File Number)

 

(IRS Employer

of Incorporation)

 

 

 

Identification No.)

 

Perryville III Building, 53 Frontage Road, Suite 220,

 

 

Hampton, New Jersey

 

08827

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (908) 200-7500

 

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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o 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

 

At the Annual Meeting held on May 28, 2014, our stockholders voted on the three proposals listed below. The proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 9, 2014 (the “Proxy Statement”).  The final results for the votes regarding each proposal are set forth below.

 

1. Our shareholders elected the following individuals to serve on our board of directors until the annual meeting of shareholders to be held in 2015. The tabulation of votes with respect to the election of such directors was as follows:

 

 

 

For

 

Withheld

 

Broker
Non-Votes

 

Larry Ellberger

 

62,004,153

 

761,858

 

18,716,310

 

Anthony S. Marucci

 

61,587,317

 

1,178,694

 

18,716,310

 

Herbert J. Conrad

 

62,068,109

 

697,902

 

18,716,310

 

George O. Elston

 

62,084,918

 

681,093

 

18,716,310

 

Harry H. Penner, Jr.

 

61,589,618

 

1,176,393

 

18,716,310

 

Timothy M. Shannon, M.D.

 

61,605,351

 

1,160,660

 

18,716,310

 

Karen L. Shoos

 

61,603,465

 

1,162,546

 

18,716,310

 

 

2. Our shareholders approved the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2014. The tabulation of votes with respect to this proposal was as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

79,654,442

 

1,520,193

 

307,686

 

 

 

3. Our shareholders voted to approve, on an advisory, non-binding basis, the compensation for our named executive officers as disclosed in the Proxy Statement. The tabulation of votes with respect to this proposal was as follows:

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

61,318,084

 

1,154,864

 

293,063

 

18,716,310

 

 

2



 

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.

 

 

CELLDEX THERAPEUTICS, INC.

 

 

 

 

 

 

 

By:

/s/ Avery W. Catlin

 

 

Name: Avery W. Catlin

 

 

Title: Senior Vice President / Chief Financial Officer

 

 

Dated: May 29, 2014

 

3