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 5, 2013

 

TG Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 Delaware 001-32639 36-3898269
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)

 

 

787 Seventh Ave, 48th Floor

New York, New York 10019

(Address of principal executive offices, including Zip Code)

 

(212) 554-4484

(Registrant's telephone number, including area code)

 

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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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.

 

TG Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders on Wednesday, June 5, 2013 at the offices of its legal counsel, Alston & Bird LLP, 90 Park Avenue, New York, New York 10016 at 10 a.m. Eastern Standard Time. Stockholders representing 21,841,709, or 82.97%, of the 26,322,671 shares entitled to vote were present in person or by proxy. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. At the annual meeting, management Proposals 1, 2, 3, and 4 were approved. The proposals below are described in detail in the Company’s definitive proxy statement dated April 24, 2013 for the annual meeting.

 

The results are as follows:

 

Proposal 1

 

The following persons were nominated and elected directors:

 

Michael S.

Weiss

Neil

Herskowitz

Laurence N.
Charney
William J.
Kennedy
Mark
Schoenebaum, MD

Yann

Echelard

 

 

The shareholder voting for board members is summarized as follows:

 

Director Votes For Votes Withheld Abstentions Broker Non-Votes
Michael S. Weiss 15,033,147 11,519 0 6,797,043
Neil Herskowitz 15,016,213 28,453 0 6,797,043
Laurence N. Charney 14,826,463 218,203 0 6,797,043
William J. Kennedy 15,040,660 4,006 0 6,797,043
Mark Schoenebaum, MD 15,043,665 1,001 0 6,797,043
Yann Echelard 15,016,246 28,420 0 6,797,043

 

All six directors will serve on the board of directors of the Company until the 2014 annual meeting.

 

 

Proposal 2

 

CohnReznick LLP was approved as the Company’s independent registered public accountant for the 2013 fiscal year.

 

The votes cast were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
21,732,454 8,745 100,510 0

 

 
 

 

Proposal 3

 

Under the advisory vote, the compensation of the Company’s named executive officers was approved.

 

Votes cast were as follows:

 

Votes For Votes Against Abstentions Broker Non-Votes
14,168,883 706,931 168,852 6,797,043

 

 

Proposal 4

 

It was decided that an advisory shareholder vote to approve executive compensation will occur every three (3) years.

 

Votes cast were as follows:

 

1 Year 2 Years 3 Years Abstentions
1,168,219 812,565 13,023,873 40,009

 

 

 
 

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.

 

 

  TG THERAPEUTICS, INC.  
  (Registrant)  
       
       
Date: June 6, 2013 By: /s/ Sean A. Power  
    Sean A. Power  
    Chief Financial Officer