BVAXF Biovaxys Technology Corporation (QB)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 6-K

 

Report of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934 

 

For the Month of May 2022

 

Commission File Number: 001-37353

 

BIONDVAX PHARMACEUTICALS LTD.

(Translation of registrant’s name into English)

 

Jerusalem BioPark, 2nd Floor

Hadassah Ein Kerem Campus

Jerusalem, Israel

(Address of principal executive office)

 

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

 

Form 20-F ☒     Form 40-F ☐

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T

Rule 101(b)(1): ____

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T

Rule 101(b)(7): ____

 

 

 

On May 16, 2022, BiondVax Pharmaceuticals Ltd (the “Company”) held its annual meeting of shareholders (the “Meeting”). The total number of American Depository Shares (“ADSs”) (each representing forty (40) ordinary shares of the Company) entitled to vote at the Meeting was 18,620,980 and there were present, in person or by proxy, 5,909,502 ADSs, which constituted a quorum for the Meeting. The matters voted upon and the results of the vote were as follows:

 

Proposal 1: Approval of the re-election of Mark Germain to the board of directors, to serve until the third annual meeting after the Meeting

 

The shareholders approved the re-election of Mark Germain to the board of directors, to serve until the third annual meeting after the Meeting:

 

FOR		AGAINST		ABSTAIN
5,773,007		110,350		26,145

 

Proposal 2: Approval of the re-election of Dr. George Lowell to the board of directors, to serve until the third annual meeting after the Meeting. 

 

The shareholders approved the re-election of Dr. George Lowell to the board of directors, to serve until the third annual meeting after the Meeting: 

 

FOR		AGAINST		ABSTAIN
5,774,123		109,433		25,946

 

Proposal 3: Approval of the 2021 cash bonus for Amir Reichman, Chief Executive Officer of the Company

 

The shareholders approved the 2021 cash bonus for Amir Reichman, Chief Executive Officer of the Company:

 

FOR		AGAINST		ABSTAIN
5,613,439		271,683		13,142

 

There were (i) 4,391,897 votes that indicated that their holders are controlling shareholders of the Company (as defined in the Companies Law) or have a personal interest in approval of the proposal, and (ii) 1,506,367 votes that indicated that their holders are not controlling shareholders of the Company and do not have a personal interest in approval of the proposal. The majority vote at the Meeting in favor of the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company and do not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without taking abstentions into account.

  

Proposal 4: Approval of the 2021 cash bonus for Elad Mark, Chief Operating Officer of the Company

 

The shareholders approved the 2021 cash bonus for Elad Mark, Chief Operating Officer of the Company:

 

FOR		AGAINST		ABSTAIN
5,625,296		254,103		17,840

 

There were (i) 4,405,729 votes that indicated that their holders are controlling shareholders of the Company or have a personal interest in approval of these proposals, and (ii) 1,491,510 votes that indicated that their holders are not controlling shareholders of the Company and do not have a personal interest in approval of the proposal. The majority vote at the Meeting in favor of the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without taking abstentions into account.

 

 

Proposal 5: Approval of the 2021 cash bonus for Dr. Tamar Ben-Yedidya, Chief Scientific Officer of the Company

 

The shareholders approved the 2021 cash bonus for Dr. Tamar Ben-Yedidya, Chief Scientific Officer of the Company:

 

FOR		AGAINST		ABSTAIN
5,622,839		255,224		18,576

 

There were (i) 4,403,809 votes that indicated that their holders are controlling shareholders of the Company or have a personal interest in approval of these proposals, and (ii) 1,492,830 votes that indicated that their holders are not controlling shareholders of the Company and do not have a personal interest in approval of the proposal. The majority vote at the Meeting in favor of the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without taking abstentions into account.

 

Proposal 6: Approval a one-time payment to Mark Germain, chairman of the board of directors, for special recent efforts on behalf of the Company

 

The shareholders approved the one-time payment to Mark Germain, chairman of the board of directors, for special recent efforts on behalf of the Company:

 

FOR		AGAINST		ABSTAIN
5,588,417		284,148		19,824

 

There were (i) 4,383,272 votes that indicated that their holders are controlling shareholders of the Company or have a personal interest in approval of these proposals, and (ii) 1,509,117 votes that indicated that their holders are not controlling shareholders of the Company and do not have a personal interest in approval of the proposal. The majority vote at the Meeting in favor of the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without taking abstentions into account.

 

Proposal 7: Approval of the 2022 cash bonus plan for Mr. Reichman based on the achievement of certain Company milestones

 

The shareholders approved the 2022 cash bonus plan for Mr. Reichman based on the achievement of certain Company milestones:  

FOR		AGAINST		ABSTAIN
5,628,438		248,160		16,191

 

There were (i) 4,381,664 votes that indicated that their holders are controlling shareholders of the Company or have a personal interest in approval of these proposals, and (ii) 1,511,125 votes that indicated that their holders are not controlling shareholders of the Company and do not have a personal interest in approval of the proposal. The majority vote at the Meeting in favor of the proposal included at least a majority of the total votes of shareholders who are not controlling shareholders of the Company (as defined in the Companies Law) and do not have a personal interest in the approval of the proposal, participating in the voting at the Meeting in person or by proxy, without taking abstentions into account.

 

Proposal 8: Approval of certain amendments to the Company’s service agreement with Mr. Germain

 

The shareholders approved certain amendments to the Company’s service agreement with Mr. Germain:

 

FOR		AGAINST		ABSTAIN
5,675,257		198,896		35,349

 

 

Proposal 9: Approval and ratification of the appointment of Kost Forer Gabbay & Kasierer, certified public accountants in Israel and a member of Ernst & Young Global, as the Company’s auditors for the year 2022 and for an additional period until the next annual meeting.

 

The shareholders approved and ratified the appointment of Kost Forer Gabbay & Kasierer, certified public accountants in Israel and a member of Ernst & Young Global, as the Company’s auditors for the year 2022 and for an additional period until the next annual meeting.:

 

FOR		AGAINST		ABSTAIN
5,781,419		96,628		31,455

 

 

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.

 

	BiondVax Pharmaceuticals Ltd
May 18, 2022	/s/ Amir Reichman
	Amir Reichman
	Chief Executive Officer

 

 

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