Departure of Directors or Certain

As described in Item 5.07 of this Current Report on Form

8-K,

on December 16, 2020, at its Annual Meeting of Stockholders for the fiscal year ending June 30, 2020 (the “Annual Meeting”), the stockholders of MEI Pharma, Inc. (the “Company”)
approved the Amended and Restated 2008 Stock Omnibus Equity Compensation Plan (the “2008 Equity Plan”). The 2008 Equity Plan was amended and restated to increase the number of shares of the Company’s common stock, par value
$0.00000002 per share (“Common Stock”), that may be subject to award by 9,925,000 shares to a total of 11,232,365 shares, including 1,307,365 shares that remained available under the plan as of December 16, 2020 immediately prior to
the amendment and restatement, and make certain other changes to the plan terms.

For a description of the terms and conditions of the 2008 Equity Plan,
as amended and restated and approved by stockholders on December 16, 2020, see “Description of the 2008 Equity Plan as Proposed to be Amended and Restated” under “Approval of Amended and Restated 2008 Stock Omnibus Equity
Compensation Plan (Proposal No. 2)” in the proxy statement for the Company’s Annual Meeting, which description is incorporated herein by reference. The foregoing description of the amendment and restatement of the 2008 Equity Plan and
the description of the 2008 Equity Plan contained in the proxy statement are each qualified in their entirety by reference to the full text of the 2008 Equity Plan, as amended and restated, a copy of which is filed herewith as Exhibit 10.1 to this
Current Report on Form

8-K

and incorporated herein by reference.

 




Item 5.07


Submission of Matters to a Vote of Security Holders.


On December 16, 2020, the Company held its Annual Meeting. There were represented at the Annual Meeting, by proxy, 93,938,991 shares of the Company’s
common stock, par value $0.00000002 per share (“Common Stock”), out of a total number of 112,521,964 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The Company’s stockholders voted on the following five
proposals at the Annual Meeting, casting their votes as described below.

Proposal 1. – Election of Directors.

The following
individuals, each of whom was named as a nominee in the Company’s definitive proxy statement relating to the Annual Meeting, were elected by the Company’s stockholders by a plurality of votes cast to serve a three-year term on the
Company’s Board of Directors which will expire at the Company’s annual meeting of stockholders for fiscal year 2024. Information on the vote relating to each director standing for election is set forth below:


 


















Nominee


  


For


 


  


Withheld


 


  


Broker Non-Votes


 



Kevan E. Clemens, Ph.D


  


 


65,024,201


 


  


 


2,337,420


 


  


 


26,577,370


 



Daniel P. Gold, Ph.D


  


 


66,945,550


 


  


 


416,071


 


  


 


26,577,370


 



Tamar D. Howson


  


 


66,489,993


 


  


 


871,628


 


  


 


26,577,370


 







Proposal 2. – Amendment of Equity Plan.

Proposal 2 was to approve the amendment and
restatement of the 2008 Equity Plan to increase the number of shares of common stock that may be subject to award and make certain other changes to the plan terms. The proposal was approved.


 


















For


  


Against


 


  


Abstain


 


  


Broker Non-Votes


 



60,401,612


  


 


2,809,342


 


  


 


4,150,667


 


  


 


26,577,370


 


Proposal 3. – Advisory Vote on Executive Compensation.

Proposal 3 was to adopt an advisory resolution that
the compensation paid to the Company’s named executive officers, as disclosed in the proxy materials for the Annual Meeting, be approved in all respects. The proposal was approved.


 


















For


  


Against


 


  


Abstain


 


  


Broker Non-Votes


 



66,248,992


  


 


986,376


 


  


 


126,253


 


  


 


26,577,370


 


Proposal 4. – Ratification of Appointment of Auditors.

Proposal 4 was to ratify the appointment of BDO USA,
LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2021. The proposal was approved.

 














For


  


Against


 


  


Abstain


 



93,313,534


  


 


380,513


 


  


 


244,944


 







Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

 








Exhibit No.


  


Description






10.1


  


Amended and Restated 2008 Stock Omnibus Equity Compensation Plan







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.

 








MEI PHARMA, INC.






By:


 


/s/ Daniel P. Gold




 


Daniel P. Gold




 


Chief Executive Officer


Dated: December 17, 2020




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