8-KThe WireRoutine
Shareholder Vote
Filed Jun 20, 2025 · 1y ago · Accession 0001641172-25-015695
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 18, 2025
PROVECTUS
BIOPHARMACEUTICALS, INC.
(Exact
name of registrant as specified in charter)
Delaware
001-36457
90-0031917
(State
or other jurisdiction
(Commission
(IRS
Employer
of
incorporation)
File
Number)
Identification
No.)
800
S. Gay Street , Suite 1610 , Knoxville , TN 37929
(Address
of Principal Executive Offices) (Zip Code)
(866)
594-5999
(Registrant’s
Telephone Number, Including Area Code)
N/A
(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):
☐
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))
Securities
registered pursuant to Section 12(b) of the Act: None
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).
Emerging
growth company ☐
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.
Provectus Biopharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 18, 2025.
At
the Annual Meeting, the Company’s stockholders voted on five proposals.
A brief description and tabulation of votes for each proposal are set forth below.
Proposal
1 . The Company’s stockholders elected the following directors for a term of one-year, consistent with the recommendation of
the Company’s board of directors (the “Board”). There were 138,792,505 broker non-votes with respect to the proposal.
Name of Candidate
Number of Votes
For
Withhold
Authority
Webster Bailey
200,752,874
10,408,643
John Lacey, III, M.D.
200,765,326
10,396,191
Ed Pershing, CPA
198,573,588
12,587,929
Dominic Rodrigues
198,076,988
13,084,529
Proposal
2 . The Company’s stockholders approved the advisory vote on the compensation of the Company’s named executive officers,
consistent with the Board’s recommendation. There were 138,792,505 broker non-votes with respect to the proposal.
Number of
Votes
For
195,714,588
Against
15,079,173
Abstention
367,756
Proposal
3 . The Company’s stockholders ratified the selection of CBIZ CPAs P.C. as the Company’s independent registered public
accounting firm for 2025, consistent
with the Board’s recommendation. There were no broker non-votes with respect to the proposal.
Number of
Votes
For
337,938,672
Against
6,235,428
Abstention
5,779,922
Proposal
4 . The Company’s stockholders authorized the Board to amend the Company’s Certificate of Incorporation, as amended by
the Certificate of Designation of Series D Convertible Preferred Stock and Certificate of Designation of Series D-1 Convertible Preferred
Stock (the “Certificates of Designation”), to effect a reverse stock split of the Company’s common stock, Series D
Convertible Preferred Stock, and Series D-1 Convertible Preferred Stock at a ratio of between 1-for-10 and 1-for-50, where the ratio
would be determined by the Board at its discretion, and to make corresponding amendments to the Certificates of Designation to provide
for the proportional adjustment of certain terms upon a reverse stock split, consistent with the Board’s recommendation. There
were no broker non-votes with respect to the proposal.
Number of
Votes
For
326,844,238
Against
18,186,938
Abstention
4,922,846
Proposal
5 . The Company’s stockholders authorized the Board, given the Company’s stockholders’ approval of Proposal 4,
to amend the Company’s Certificate of Incorporation,
as amended by the Certificates of Designation, to decrease the number of authorized shares of the Company’s common stock and preferred
stock by the same reverse stock split ratio determined by the Board, consistent with the Board’s recommendation. There were no
broker non-votes with respect to the proposal.
Number of
Votes
For
330,453,064
Against
16,762,495
Abstention
2,738,463
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.
Date:
June 20, 2025
PROVECTUS
BIOPHARMACEUTICALS, INC.
By:
/s/
Dominic Rodrigues
Dominic
Rodrigues
President
(Principal Executive Officer)
Filing details
- Ticker
- PVCT
- CIK
- 315545
- Form type
- 8-K
- Filing date
- Jun 20, 2025
- Report date
- Jun 18, 2025
- Document
- form8-k.htm
- Size
- 203 KB