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): March 28, 2013

 

Senesco Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware 001-31326 84-1368850
(State or Other Jurisdiction
of Incorporation)
(Commission File Number) (IRS Employer Identification No.)

  

721 Route 202/206, Suite 130, Bridgewater, NJ

08807

(Address of Principal Executive Offices) (Zip Code)

  

(908) 864-4444

(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.

 

On March 28, 2013, Senesco Technologies, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Meeting”). The matters voted on by stockholders at the Meeting included (1) a proposal to elect ten (10) Directors to serve until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified, (2) a proposal to increase the total number of authorized shares of common stock, $0.01 par value per share, of the Company (the “Common Stock”) from 350,000,000 to 500,000,000, (3) a proposal to authorize our Board of Directors to effect a reverse stock split of our outstanding Common Stock at any ratio up to 1-for-20, (4) an advisory non-binding resolution to approve the compensation of the Company’s named executive officers, (5) an advisory non-binding vote to determine whether the non-binding vote on the compensation of the Company’s named executive officer should occur every one, two or three years and (6) a proposal to ratify the appointment of McGladrey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013. There were represented at the Meeting, either in person or by proxy, 114,244,629 shares of the Company’s common stock out of a total number of 146,975,283 shares of the Company’s common stock outstanding and entitled to vote at the Meeting. The results of the stockholders’ votes are as follows:

 

Proposal  For   Withheld   Broker Non-Votes 
Election of the nominees to the Board of Directors of the Company:    
Harlan W. Waksal, M.D.   81,024,734    3,319,275    29,900,620 
John N. Braca   70,339,563    14,004,446    29,900,620 
Jack Van Hulst   48,640,166    35,703,843    29,900,620 
Christopher Forbes   81,023,984    3,320,025    29,900,620 
Warren J. Isabelle   52,292,107    32,051,902    29,900,620 
Thomas C. Quick   52,306,653    32,037,356    29,900,620 
David Rector   69,823,213    14,520,796    29,900,620 
Rudolf Stalder   48,520,176    35,823,833    29,900,620 
Leslie J. Browne, Ph.D.   71,688,932    12,655,833    29,900,620 
John E. Thompson, Ph.D.   81,003,572    3,340,437    29,900,620 

 

 

To approve an amendment to the Company’s Certificate of Incorporation to increase the total number of authorized shares of common stock, $0.01 par value per share, of the Company from 350,000,000 to 500,000,000.

For

 

88,965,161

Against

 

21,340,215

Abstain

 

3,939,253

 

 

To authorize our Board of Directors to effect a reverse stock split of our outstanding common stock, $0.01 par value per share, at any ratio up to 1-for-20.

For

 

78,029,117

Against

 

31,085,697

Abstain

 

5,129,815

 

 

To vote on an advisory non-binding resolution to approve the compensation of the Company’s named executive officers.

For

 

78,890,319

Against

 

4,834,233 

Abstain

 

619,457 

Broker Non-Votes

 

29,900,620 

 

 
 

 

 

To vote on an advisory non-binding basis to determine whether the non-binding vote on the compensation of the Company’s named executive officers should occur every one, two or three years.

1 Year

 

39,652,965

 

2 Years

 

2,421,024

 

3 Years

 

41,284,128

 

Abstain

 

985,892

 

 

To ratify the appointment of McGladrey, LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2013.

For

 

113,037,286

 

Against

 

814,365

 

Abstain

 

392,978

 

 

 

 

 

 

The foregoing votes reflect that (i) the nominees of the Board of Directors, (ii) the approval of the increase in the total number of authorized shares of Common Stock of the Company from 350,000,000 to 500,000,000, (iii) the authorization to allow the Board to effect a reverse stock split of our outstanding Common Stock at any ratio up to 1-for-20 (the “Reverse Split”), (iv) the approval of the compensation paid to the Company’s named executive officers, (v) the frequency of the advisory non-binding vote on the compensation of the Company’s named executive officers every three years, and (vi) the ratification of the appointment of the Company’s independent public accounting firm for the fiscal year ending June 30, 2013, having received the votes listed above, being a plurality, majority or requisite majority of the votes cast, were duly passed by the stockholders of the Company.

 

Item 8.01 Other Information.

 

Stockholders have approved giving the Board of Directors the discretion to implement the Reverse Split. The Board continues to evaluate its alternatives, and it has not made any determination at this time; however, no Reverse Split will be implemented prior to July 4, 2013.

 

Additionally, the Company has enrolled an additional patient in the second cohort of its Phase 1b/2a clinical trial with SNS01-T. If the patient completes the treatment regimen, the Company expects to announce the completion of the second cohort in or around the beginning of May 2013.

 

A copy of the presentation delivered at the Meeting will be posted on our website and is filed herewith.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
99.1 Slide Presentation used at Annual Meeting on March 28, 2013.

 

 
 

 

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.

 

 

 

  SENESCO TECHNOLOGIES, INC.
   
   
Dated: April 1, 2013 By:   /s/ Joel Brooks  
    Name: Joel Brooks
    Title: Chief Financial Officer, Secretary and Treasurer