SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): 12/14/12
(Exact name of registrant as specified in its charter)
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (804) 527-1970
(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):
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 14, 2012, Star Scientific, Inc., a Delaware corporation (the “Company”), filed its Eighth Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (as amended, the “Certificate of Incorporation”). The Certificate of Incorporation, formally approved by the Company’s stockholders on December 14, 2012, increases the total number of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), that the Company is authorized to issue from 207,500,000 shares to 213,500,000 shares. The Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 14, 2012, the Company held the annual meeting of its stockholders. The Company previously filed with the Securities and Exchange Commission the proxy statement and related materials pertaining to this meeting. On the record date of October 29, 2012 there were 146,284,158 shares of Common Stock outstanding and eligible to vote.
Proposal 1: Election of Directors
Six nominees for the Board of Directors were elected to serve until the next annual meeting of stockholders or until their respective successors are elected and qualify or until their earlier removal or resignation. The tabulation of votes was:
Proposal 2: Approval of an Amendment to Certificate of Incorporation
The Company’s Eighth Amended and Restated Certificate of Incorporation, increasing the number of shares of Common Stock that the Company is authorized to issue from 207,500,000 to 213,500,000, was ratified as set forth below:
Proposal 3: Approval of an Amendment to the 2008 Incentive Award Plan
The Company’s proposal to approve an amendment to the 2008 Incentive Award Plan (the “Plan”) to increase the number of shares of Common Stock authorized for issuance under the Plan from 14,900,000 to 16,900,000, was ratified as set forth below:
Proposal 4: Ratification of the Appointment of Independent Auditor
The appointment of Cherry, Bekaert & Holland, L.L.P. as the Company’s independent auditor for the fiscal year ending December 31, 2012 was ratified as set forth below:
Proposal 5: Advisory Vote on Executive Compensation
An advisory resolution on the compensation of the Company’s named executive officers was ratified as set forth below:
Item 9.01 Financial Statements and Exhibits.
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.