f8k_120711.htm
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): December 7, 2011
 
Immunomedics, Inc.
(Exact Name of Registrant as Specified in Charter)

Delaware 000-12104 61-1009366
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

300 The American Road, Morris Plains, New Jersey 07950
(Address of Principal Executive Offices)
(Zip Code)

(973) 605-8200
(Registrant's telephone number,
including area code)

 
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
Check the appropriate box below if the Form 8-K 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)).
 
 
 

 
Item 5.07                      Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders (the “Annual Meeting”) for Immunomedics, Inc. (the “Company”) was held at the Company’s headquarters, 300 The American Road, Morris Plains, New Jersey, on Wednesday, December 7, 2011. At the Annual Meeting, the following matters were submitted to a vote of stockholders:
 
 
 
the election of seven (7) directors to serve until the 2012 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;
 
  
 
the advisory (non-binding) vote on executive compensation;

 
 
the advisory (non-binding) vote on the frequency of an advisory (non-binding) vote on executive compensation; and
 
  
 
the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2012.
 
At the close of business on October 12, 2011, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 75,477,735 shares of the Company’s common stock, outstanding and entitled to vote at the Annual Meeting. The holders of 67,250,668 shares of the Company’s common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
 
The votes with respect to the election of the director nominees were as follows:

Name
For
Against
Abstain
Broker Non-Votes
David M. Goldenberg
34,038,534 Shares
4,167,434 Shares
80,754 Shares
28,963,946 Shares
Cynthia L. Sullivan
34,023,874 Shares
4,213,827 Shares
49,021 Shares
28,963,946 Shares
Morton Coleman
33,911,257 Shares
4,305,106 Shares
70,359 Shares
28,963,946 Shares
Brian A. Markison
27,498,809 Shares
10,700,036 Shares
87,877 Shares
28,963,946 Shares
Mary E. Paetzold
27,507,953 Shares
10,688,519 Shares
90,250 Shares
28,963,946 Shares
Don C. Stark
34,336,364 Shares
3,854,372 Shares
95,986 Shares
28,963,946 Shares
Kenneth J. Zuerblis
27,580,789 Shares
10,616,554 Shares
89,379 Shares
28,963,946 Shares
 
The non-binding advisory votes with respect to executive compensation were as follows:

For
Against
Abstain
Broker Non-Votes
27,056,137 Shares
11,098,513 Shares
132,072 Shares
28,963,946 Shares
 
The non-binding advisory votes with respect to the frequency of a non-binding advisory vote on executive compensation were as follows:

One Year
Two Year
Three Year
Abstain
19,066,975 Shares
666,836 Shares
18,433,781 Shares
119,130 Shares
 
In accordance with the results of the advisory vote, the Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year.
 
With respect to the ratification of the Company’s appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2012, the votes were as follows:

For
Against
Abstain
Broker Non-Votes
66,484,499 Shares
408,674 Shares
357,495 Shares
0
 
The foregoing votes reflect that all of the director nominees were elected, the executive compensation was approved by non-binding advisory votes, every one year was approved as the frequency of the non-binding advisory vote on executive compensation by non-binding advisory votes, and Ernst & Young LLP was ratified as the Company’s independent registered public accounting firm for the year ending June 30, 2012.
 
 
 

 
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.
 
 
 
 
IMMUNOMEDICS, INC.
     
  By:
/s/ Cynthia L. Sullivan
  Name:
Cynthia L. Sullivan
  Title:
President and Chief Executive Officer
     
 
 
Dated:  December 7, 2011