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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 13, 2018
TG Therapeutics, Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
(State
or Other Jurisdiction
of
Incorporation)
|
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001-32639
(Commission
File Number)
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36-3898269
(IRS
Employer Identification No.)
|
2
Gansevoort Street, 9th Floor
New
York, New York 10014
(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:
☐
Written
communications pursuant to Rule 425 under the Securities
Act.
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act.
☐
Pre-commencement
communications pursuant to Rule 14d-2b under the Exchange
Act.
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act.
Indicate by check
mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2). Emerging growth company
☐
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. ☐
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 13, 2018
at the offices of its legal counsel, Alston & Bird LLP, 90 Park
Avenue, New York, New York 10016 at 9:30 a.m. Eastern
Standard Time. Stockholders representing 62,395,470, or 80.33%, of
the 77,666,112 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, Proposals 1, 2, and 3 were approved. The proposals
below are described in detail in the Company’s definitive
proxy statement dated April 30, 2018 for the annual
meeting.
The
results are as follows:
Proposal 1
The
following persons were nominated and elected
directors:
|
Michael
S.
Weiss
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Laurence
N.
Charney
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William
J.
Kennedy
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Mark
Schoenebaum,
MD
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Yann
Echelard
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Kenneth
Hoberman
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Daniel
Hume
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The
shareholder voting for board members is summarized as
follows:
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Director
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Votes For
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Votes Withheld
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Abstentions
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Broker Non-Votes
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Michael
S. Weiss
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34,700,747
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4,776,720
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0
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22,918,003
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Laurence
N. Charney
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25,138,011
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14,339,456
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0
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22,918,003
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William
J. Kennedy
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25,139,461
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14,338,006
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0
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22,918,003
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Mark
Schoenebaum, MD
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22,987,997
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16,489,470
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0
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22,918,003
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Yann
Echelard
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32,433,930
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7,043,537
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0
|
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22,918,003
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Kenneth
Hoberman
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|
32,420,553
|
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7,056,914
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0
|
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22,918,003
|
|
Daniel
Hume
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32,433,698
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7,043,769
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|
0
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22,918,003
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All
seven directors will serve on the board of directors of the Company
(the “Board”) until the 2019 annual
meeting.
Proposal 2
CohnReznick LLP was approved as the Company’s independent
registered public accountant for the fiscal year ending December
31, 2018.
The votes cast were as follows:
|
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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61,581,162
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365,659
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448,649
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0
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Proposal 3
The amendment to the Amended and Restated 2012 Incentive Plan (the
“Plan”) was approved to increase the number of shares
of common stock available for issuance under the Plan by
6,000,000.
The votes cast were as follows:
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Votes For
|
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Votes Against
|
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Abstentions
|
|
Broker Non-Votes
|
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33,670,966
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5,283,744
|
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522,757
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22,918,003
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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.
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TG Therapeutics, Inc.
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(Registrant)
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Date: June 13,
2018
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By: /s/
Sean A.
Power
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Sean A.
Power
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Chief Financial
Officer
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