qtnt-8k_20181031.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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FORM 8‑K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 31, 2018 (October 31, 2018)

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QUOTIENT LIMITED
(Exact name of registrant as specified in its charter)

 

Jersey, Channel Islands

001‑36415

Not Applicable

(State or other jurisdiction
of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

B1, Business Park Terre Bonne,

Route de Crassier 13,

1262 Eysins, Switzerland

Not Applicable

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: 011-41-22-716-9800

n/a
(Former name or former address, if changed since last report.)

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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))

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 5.07Submission of Matters to a Vote of Security Holders.

 

On October 31, 2018, the annual shareholder meeting of Quotient Limited (the "Annual Meeting") was held at which 47,361.541 of Quotient Limited’s ordinary shares were represented in person or by proxy, representing approximately 87% of Quotient Limited’s issued and outstanding ordinary shares entitled to vote. At the Annual Meeting, resolutions were passed for (i) the re-election of eight directors of Quotient Limited, (ii) the approval of the Second Amended and Restated 2014 Stock Incentive Plan to increase the number of ordinary shares authorized for issuance by 550,000 shares and to increase the maximum number of shares that may be issued upon the exercise of incentive share options by 550,000 shares, and (iii) the re-appointment of Ernst & Young LLP as auditors from the conclusion of the Annual Meeting until the next annual shareholder meeting to be held in 2019 and to authorize the directors to determine the fees to be paid to the auditors.

The votes cast in respect of each resolution were as follows:

 

Proposal to re-elect eight members to the Board of Directors

 

 

 

 

 

 

Director Nominees

 

Votes

For

 

Votes

Withheld

 

 

Franz Walt

 

39,462,847

 

520,807

 

 

Thomas Bologna

 

37,083,772

 

2,899,882

 

 

Frederick Hallsworth

 

39,186,450

 

797,204

 

 

Brian McDonough

 

39,186,450

 

797,204

 

 

Sarah O'Connor

 

39,187,763

 

795,891

 

 

Heino von Prondzynski

 

39,187,750

 

795,904

 

 

Zubeen Shroff

 

37,083,772

 

2,899,882

 

 

John Wilkerson

 

37,085,185

 

2,898,469

 

 

 

 

Votes

For

 

Votes

Against

 

Votes

Abstained

Proposal to approve the Second Amended and Restated 2014 Stock Incentive Plan to increase the number of ordinary shares authorized for issuance by 550,000 shares and to increase the maximum number of shares that may be issued upon the exercise of incentive share options by 550,000 shares

 

38,703,586

 

789,637

 

490,431

 

 

 

 

 

 

 

Proposal to re-appoint Ernst & Young LLP as auditors and to authorize the directors to determine the fees to be paid to the auditors

 

46,796,214

 

48,751

 

516,576

    

 

 


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.

 

QUOTIENT LIMITED

 

By:

 

/s/ Christopher Lindop

 

Name: Christopher Lindop

 

Title: Chief Financial Officer

Date: October 31, 2018