0001144204-15-035830.txt : 20150605 0001144204-15-035830.hdr.sgml : 20150605 20150605171901 ACCESSION NUMBER: 0001144204-15-035830 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150604 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20150605 DATE AS OF CHANGE: 20150605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TG THERAPEUTICS, INC. CENTRAL INDEX KEY: 0001001316 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 363898269 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32639 FILM NUMBER: 15916734 BUSINESS ADDRESS: STREET 1: 787 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: (212) 554-4484 MAIL ADDRESS: STREET 1: 787 SEVENTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: MANHATTAN PHARMACEUTICALS INC DATE OF NAME CHANGE: 20030310 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC TECHNOLOGY VENTURES INC DATE OF NAME CHANGE: 20000330 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC PHARMACEUTICALS INC DATE OF NAME CHANGE: 19960703 8-K 1 v412614_8-k.htm FORM 8-K

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): June 4, 2015

TG Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-32639	36-3898269
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification Number)

3 Columbus Circle, 15^th Floor

New York, New York 10019

(Address of principal executive offices, including Zip Code)

(212) 554-4484

(Registrant's telephone number, including area code)

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))

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

TG Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders on Thursday, June 4, 2015 at the offices of its legal counsel, Alston & Bird LLP, 90 Park Avenue, New York, New York 10016 at 10:00 a.m. Eastern Standard Time. Stockholders representing 39,596,852, or 82.90%, of the 47,759,572 shares entitled to vote were present in person or by proxy. Proxies were solicited by the Company pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. At the annual meeting, Proposals 1, 2 and 3 were approved. The proposals below are described in detail in the Company’s definitive proxy statement dated April 24, 2015 for the annual meeting.

The results are as follows:

Proposal 1

The following persons were nominated and elected directors:

Michael S.

Weiss

Laurence N.
Charney

William J.
Kennedy

Mark
Schoenebaum, MD

Yann

Echelard

Kenneth
Hoberman

Daniel
Hume

The shareholder voting for board members is summarized as follows:

Director	Votes For	Votes Withheld	Abstentions	Broker Non-Votes
Michael S. Weiss	24,308,010	5,041,237	0	10,247,605
Laurence N. Charney	23,236,165	6,113,082	0	10,247,605
William J. Kennedy	23,258,800	6,090,447	0	10,247,605
Mark Schoenebaum, MD	23,266,975	6,082,272	0	10,247,605
Yann Echelard	23,862,020	5,487,227	0	10,247,605
Kenneth Hoberman	27,120,281	2,228,966	0	10,247,605
Daniel Hume	27,161,649	2,187,598	0	10,247,605

All seven directors will serve on the board of directors of the Company (the “Board”) until the 2016 annual meeting. Mr. Hoberman was also appointed chair of the Compensation Committee of the Board (the “Compensation Committee”). The Compensation Committee will be comprised of Mr. Hoberman, Mr. Charney, Mr. Kennedy, Mr. Schoenebaum, and Mr. Hume. All members of the Compensation Committee meet the independence requirements of the Nasdaq Stock Market. The Audit Committee of the Board (the “Audit Committee”) will be comprised of Mr. Charney, Mr. Kennedy, and Mr. Hoberman, with Mr. Charney as chair. All members of the Audit Committee meet the independence requirements of the Nasdaq Stock Market.

Proposal 2

CohnReznick LLP was approved as the Company’s independent registered public accountant for the fiscal year ending December 31, 2015.

The votes cast were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
39,408,526	74,820	113,506	0

Proposal 3

An amendment to the Company’s 2012 Incentive Plan.

Votes cast were as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes
21,949,507	7,385,759	13,981	10,247,605

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.

	TG THERAPEUTICS, INC.
	(Registrant)


Date: June 5, 2015	By:	/s/ Sean A. Power
	Name:Sean A. Power
	Title:Chief Financial Officer