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)

August 8, 2019

 

 

NAVIDEA BIOPHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

001-35076

31-1080091

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

 

4995 Bradenton Avenue, Suite 240, Dublin, Ohio

43017

(Address of principal executive offices)

(Zip Code)

 

Registrant's telephone number, including area code

(614) 793-7500

 

 

 

(Former name or former address, if changed since last report.)

 

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 (see General Instruction A.2. below):

 

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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange on Which Registered

Common Stock

 

NAVB

 

NYSE American

 

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

 

Navidea Biopharmaceuticals, Inc.’s (the “Company”) 2019 Annual Meeting was held on August 8, 2019, at 9:00 a.m. Eastern Time in Newark, New Jersey.

 

As described in the Proxy Statement filed by the Company with the U.S. Securities and Exchange Commission on June 28, 2019, the Company’s stockholders took the actions set forth in (1), (2), and (3) below.

 

(1)

Elected Y. Michael Rice and S. Kathryn Rouan, Ph.D., to serve as directors of the Company until the 2022 Annual Meeting.

 

The following table shows the voting tabulation for the election of Mr. Rice and Dr. Rouan:

 

ACTION

 

FOR

   

WITHHELD

   

BROKER NON-VOTES

 

Election of Y. Michael Rice

    2,229,708       515,476       4,801,126  

Election of S. Kathryn Rouan, Ph.D.

    2,607,061       138,123       4,801,126  

 

(2)

Voted to approve, on an advisory, non-binding basis, the compensation of the Company’s named executive officers.

 

The following table shows the voting tabulation for the approval of executive compensation:

 

ACTION

 

FOR

   

AGAINST

   

ABSTENTIONS

 

Approval of executive compensation

    1,911,196       727,666       106,322  

 

(3)

Voted to ratify the appointment of Marcum LLP, to act as the Company’s independent registered public accounting firm for 2019.

 

The following table shows the voting tabulation for the ratification of Marcum LLP:

 

ACTION

 

FOR

   

AGAINST

   

ABSTENTIONS

 

Ratification of Marcum LLP

    7,003,336       479,521       63,453  

 

 

 

 

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.

 

 

 

Navidea Biopharmaceuticals, Inc.

 

 

 

 

 

 

 

 

 

Date: August 12, 2019

By:

/s/ Jed A. Latkin

 

 

 

Jed A. Latkin

Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer