kl05035.htm  

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):  May 17, 2011
               

SIGA TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Delaware
0-23047
13-3864870
(State or other jurisdiction of
incorporation or organization)
(Commission file number)
(I.R.S. employer
identification no.)

35 East 62nd Street
New York, New York
(Address of principal executive offices)
  
 
10065
(Zip code)

Registrant’s telephone number, including area code:  (212) 672-9100
 
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):

 
r
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 

 
 
 

Item 1.01. Entry Into a Material Definitive Agreement.

On May 17, 2011, the Board of Directors of SIGA Technologies, Inc. (the “Company”) approved an amendment (the “Amendment”) to the SIGA Technologies, Inc. 2010 Stock Incentive Plan (the “Plan”).  The Amendment permits the Company to grant Restricted Stock Units under the Plan.  The Plan remains unmodified in all other respects.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this report and is incorporated by reference herein.

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

The Company held its Annual Meeting of Stockholders on May 17, 2011 (the “2011 Annual Meeting”) in New York, New York.  Stockholders representing 46,661,858 shares, or 92.7% of the common shares outstanding as of the March 31, 2011 record date were present in person or were represented at the meeting by proxy.  The items listed below were submitted to a vote of the stockholders present, in person or by proxy, and entitled to vote at the 2011 Annual Meeting.  Final voting results are shown below.
 
(1)  
Election of the following individuals to hold office as directors of the Company for terms of one year.

Number of Shares Voted
     
Name
For
Withheld
Eric A. Rose, M.D.
30,248,825
802,332
     
James J. Antal
29,047,596
2,003,561
     
Michael J. Bayer
30,807,618
243,539
     
William C. Bevins
30,741,753
309,404
     
Thomas E. Constance
28,678,829
2,372,328
     
Joseph W. Marshall, III
30,811,568
239,589
     
Paul G. Savas
29,016,116
2,035,041
     
Bruce Slovin
28,959,853
2,091,304
     
Andrew Stern
29,861,907
1,189,250
     
Frances F. Townsend
30,735,056
316,101
     
Michael A. Weiner, M.D.
28,984,149
2,067,008
     
 
 
 
 
 
 

 
(2)  
Advisory vote on the compensation of the Company’s named executive officers, as described in the “Compensation Discussion and Analysis” section, the tabular disclosure regarding such compensation, and the accompanying narrative disclosure, set forth in the Company’s 2011 Proxy Statement (“Say on Pay”).  Our stockholders approved the Say on Pay proposal.

Number of Shares Voted
     
For
Against
Abstain
29,556,341
901,269
593,547
 
(3)  
Advisory vote on the frequency of Say on Pay votes by stockholders.  Our stockholders approved “three years” as the frequency of Say on Pay votes.

Number of Shares Voted
 
1 Year
2 Years
3 Years
Abstain
13,844,903
215,118
16,647,821
343,315
 
In accordance with the Board of Directors’ recommendation and in light of the voting results on this advisory proposal, the Company will include a stockholder vote on the compensation of executives in its proxy materials every three years until the next required vote on the frequency of stockholder votes on the compensation of executives.
 
(4)  
Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2011. Our stockholders ratified the appointment of PricewaterhouseCoopers LLP.

Number of Shares Voted
 
For
Against
Abstain
46,180,565
221,687
259,606

Item 9.01. Financial Statements and Exhibits.
 
(c) Exhibits
 
Exhibit No.
 
Description
 
10.1
 
Amendment to the SIGA Technologies, Inc. 2010 Stock Incentive Plan
 

 

 
 
 

SIGNATURE

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.
 
SIGA TECHNOLOGIES, INC.
 
By: /s/ Daniel J. Luckshire            
Name: Daniel J. Luckshire
Title:   Chief Financial Officer
 
Date:  May 17, 2011