8-K 1 isr20181219_8k.htm FORM 8-K

United States

Securities And Exchange Commission
Washington, DC 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): December 18, 2018

 

ISORAY, INC.

(Exact name of registrant as specified in its charter)

     

Minnesota
(State or other jurisdiction
of incorporation)

001-33407
(Commission
File Number)

41-1458152
(IRS Employer
Identification No.)

 

 

350 Hills Street, Suite 106, Richland, Washington 99354

(Address of principal executive offices) (Zip Code)

 

(509) 375-1202

(Registrant's telephone number)

 

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 (17 CFR 230.425)

 

   

☐ 

 

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

 

   

☐ 

 

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

 

   

☐ 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 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.

 

On December 18, 2018, IsoRay, Inc. ("IsoRay" or the "Company") held its Fiscal 2019 Annual Meeting of Shareholders ("Annual Meeting"), where three proposals were voted on. The proposals are described in detail in IsoRay's definitive proxy statement filed with the Securities and Exchange Commission on November 9, 2018. Of the 67,390,212 common and preferred shares outstanding and entitled to vote at the Annual Meeting, 59,278,277 common and preferred shares (or 87.96%), constituting a quorum, were represented in person or by proxy at the Annual Meeting.

 

The final voting results on each proposal are set forth below.

 

Proposal 1. The shareholders elected four directors to the board of directors to serve until the fiscal 2020 annual meeting of shareholders. The votes for this proposal were:

  

 

 

For

 

Withheld

 

Broker

Non-Votes

Lori A. Woods

 

32,094,560

 

3,248,211

 

23,935,506

 

 

 

 

 

 

 

Philip J. Vitale, M.D

 

32,522,273

 

2,820,498

 

23,935,506

 

 

 

 

 

 

 

Michael W. McCormick

 

32,253,109

 

3,089,662

 

23,935,506

 

 

 

 

 

 

 

Alan Hoffmann

 

32,263,767

 

3,079,004

 

23,935,506

 

 

Proposal 2. The shareholders ratified the appointment of DeCoria, Maichel & Teague, P.S. as IsoRay's independent registered public accounting firm for the fiscal year ending June 30, 2019. The votes on this proposal were:

 

For

 

Against

 

Abstain

56,136,209

 

1,350,576

 

1,791,492

 

Proposal 3. The shareholders approved the proposal to reincorporate the Company from Minnesota to Delaware. The votes on this proposal were:

 

Shares of Common Stock

For

 

Shares of Common Stock

Against

 

Shares of Common Stock

Abstain

 

Shares of Common Stock

Broker Non-Votes

34,238,883

 

753,207

 

315,312

  23,935,506

 

Shares of Series B Preferred Stock For

 

Shares of Series B Preferred Against

 

Shares of Series B Preferred Abstain

  Shares of Series B Preferred Broker Non-Votes

35,369

 

0

 

0

  0

 

 

 

 

 

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.

 

Date: December 20, 2018

 

IsoRay, Inc., a Minnesota corporation

 

 

 

 

 

 

 

 

 

 

By:

/s/ Lori A. Woods

 

 

 

Lori A. Woods, CEO