Exhibit 99.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On March 9, 2023, Anixa Biosciences, Inc. (the “Company”) completed its 2023 annual meeting of stockholders (the “Annual Meeting”). The number of shares of stock entitled to vote at the Annual Meeting was 30,922,830 shares of common stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by valid proxy at the Annual Meeting was 20,969,858 shares. At the Annual Meeting, the Company’s stockholders (i) re-elected Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr. as directors, (ii) approved, on a non-binding, advisory basis, the Company’s executive compensation, and (iii) ratified the appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023. The following is a tabulation of the voting on the proposals presented at the Annual Meeting:
Proposal No. 1 – Election of directors
Dr. Amit Kumar, Dr. Arnold Baskies, Emily Gottschalk, and Lewis H. Titterton, Jr. were each re-elected to serve until the 2024 annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:
| Nominee | Shares Voted For | Shares Withheld | Broker Non-Vote | |||
| Dr. Amit Kumar | 10,263,393 | 940,600 | 9,765,865 | |||
| Dr. Arnold Baskies | 10,273,898 | 930,095 | 9,765,865 | |||
| Emily Gottschalk | 10,055,355 | 1,148,638 | 9,765,865 | |||
| Lewis H. Titterton, Jr. | 9,825,204 | 1,378,789 | 9,765,865 |
Proposal No. 2 – Approval, by non-binding advisory vote, of the Company’s executive compensation
The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 9,166,107 | 1,816,322 | 221,564 | 9,765,865 |
Proposal No. 3 – Ratification of the appointment of independent registered public accounting firm
The appointment of Haskell & White LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2023 was ratified. The voting results were as follows:
| Shares Voted For | Shares Voted Against | Shares Abstaining | Broker Non-Vote | |||
| 20,439,779 | 61,616 | 468,463 | - |
| Item 7.01 | Regulation FD Disclosure. |
Attached as Exhibit 99.1 to this Current Report is the form of presentation of the Company which was used by management at its Annual Meeting. This presentation may be used by the Company in the future at meetings with investors, analysts or others, in whole or in part and possibly with modifications from time to time.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | Presentation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
Dated: March 10, 2023
| ANIXA BIOSCIENCES, INC. | ||
| By: | /s/ Michael J. Catelani | |
| Name: | Michael J. Catelani | |
| Title: | President, Chief Operating Officer and | |
| Chief Financial Officer | ||
Exhibit 99.1