Pluri Inc 8-K, filed Jun 23, 2022
Pluri Inc. (PLUR)
About this 8-K
Pluri Inc filed this 8-K on June 23, 2022, reporting on events of June 21, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
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 23, 2022 (
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 21, 2022, Pluristem Therapeutics Inc., or the Company, held its 2022 Annual Meeting of Stockholders, or the 2022 Annual Meeting. As a result of the voting outcome from the 2022 Annual Meeting, on June 21, 2022, each of Mark Germain, Moria Kwiat, and Doron Shorrer were not re-elected to the Company’s Board of Directors, or the Board, and vacated their seats on the Board, and their respective committees, effective immediately. Prior to vacating their seats on the Board, Mr. Germain was an independent director and Chairman of the Nominating Committee; Ms. Kwiat was an independent director and member of the Compensation Committee; and Mr. Shorrer was an independent director and a member of the Nominating Committee and served as Chairman of the Compensation Committee and the Audit Committee. As a result of vacating their seats on the Board, Ms. Kwiat and Messers. Germain and Shorrer were also deemed to vacate their membership on the aforementioned Board committees.
On June 23, 2022, the Board (i) appointed Ms. Varda Shalev to serve on the Audit Committee in place of Mr. Shorrer and appointed Mr. Doron Birger to serve as the Chairman of the Audit Committee; (ii) appointed Ms. Maital Shemesh-Rasmussen and Ms. Shalev to serve on the Compensation Committee, in place of Mr. Shorrer and Ms. Kwiat, with Ms. Shemesh-Rasmussen to serve as the Chairperson of the Compensation Committee; and (iii) appointed Mr. Rami Levi and Ms. Shemesh-Rasmussen to the Nominating Committee, in place of Mr. Germain and Mr. Shorrer, with Mr. Levi to serve as the Chairman.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 21, 2022, the Company held its 2022 Annual Meeting. The results of stockholder voting at the 2022 Annual Meeting are set forth below:
Proposal No. 1 — Election of Directors
The stockholders voted as follows with respect to the individuals nominated as directors of the Company to hold office until the next annual meeting of shareholders and until their successors shall have been duly elected and qualified:
| Director Name | For | Against | Abstain | Broker Non-Votes | ||||
| Zami Aberman | 7,974,095 | 400,819 | 50,280 | 5,096,065 | ||||
| Doron Birger | 7,421,338 | 901,042 | 102,814 | 5,096,065 | ||||
| Mark Germain | 3,720,919 | 4,599,082 | 105,193 | 5,096,065 | ||||
| Moria Kwiat | 4,157,557 | 4,162,124 | 105,513 | 5,096,065 | ||||
| Rami Levi | 7,982,208 | 333,358 | 109,628 | 5,096,065 | ||||
| Varda Shalev | 8,261,050 | 108,881 | 55,263 | 5,096,065 | ||||
| Maital Shemesh-Rasmussen | 8,204,045 | 113,072 | 108,077 | 5,096,065 | ||||
| Doron Shorrer | 3,848,044 | 4,466,393 | 110,757 | 5,096,065 | ||||
| Yaky Yanay | 7,968,919 | 396,219 | 60,056 | 5,096,065 |
Proposal No. 2 — Ratification of the selection of Kesselman & Kesselman, Certified Public Accountants (Isr.), a member firm of PricewaterhouseCoopers International Limited, as independent registered public accounting firm of the Company for the fiscal year ending June 30, 2022.
| For | Against | Abstain | Broker Non-Votes | |||
| 13,375,832 | 88,651 | 56,776 | N/A |
The results reported above are final voting results.
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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.
| PLURISTEM THERAPEUTICS INC. | ||
| Date: June 23, 2022 | By: | /s/ Chen Franco-Yehuda |
| Name: | Chen Franco-Yehuda | |
| Title: | Chief Financial Officer | |
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