TG Therapeutics Files 8-K: Director Changes & Officer Compensation Updates

TL;DR

TG Therapeutics 8-K: Board shakeup and exec pay changes filed 6/14.

AI Summary

TG Therapeutics, Inc. filed an 8-K on June 14, 2024, reporting on several key events. These include the departure of a director, the election of new directors, and updates to compensatory arrangements for officers. The filing also covers amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate internal shifts that may affect company direction and investor sentiment.

Key Players & Entities

• TG Therapeutics, Inc. (company) — Registrant
• June 14, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• tgtx20240614_8k.htm (8-K) — 60KB
• ex_688590.htm (EX-3.1) — 8KB
• ex_688591.htm (EX-10.1) — 6KB
• 0001437749-24-020510.txt ( ) — 214KB
• tgtx-20240614.xsd (EX-101.SCH) — 3KB
• tgtx-20240614_def.xml (EX-101.DEF) — 12KB
• tgtx-20240614_lab.xml (EX-101.LAB) — 15KB
• tgtx-20240614_pre.xml (EX-101.PRE) — 12KB
• tgtx20240614_8k_htm.xml (XML) — 3KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described under Item 5.07 of this Current Report, on June 14, 2024, the stockholders of TG Therapeutics, Inc., (the "Company") voted at the Company's 2024 annual meeting of stockholders (the "2024 Annual Meeting") to approve an amendment to the Company's 2022 Incentive Plan to remove the full-value awards limit. A copy of the amendment to the Company's 2022 Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.02. A copy of the amendment to the Company's 2022 Incentive Plan was filed as Appendix B to the proxy statement on Schedule 14A for the 2024 Annual Meeting filed with the Securities and Exchange Commission (the "SEC") on April 29, 2024.

03

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As described under Item 5.07 of this Current Report, on June 14, 2024, the stockholders of the Company voted at the 2024 Annual Meeting to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 175,000,000 to 190,000,000 (the "Amendment"). On June 14, 2024, following the 2024 Annual Meeting, the Company filed a certificate of amendment (the "Certificate") giving effect to the Amendment with the Secretary of State of the State of Delaware. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. A copy of the Amendment was filed as Appendix A to the proxy statement on Schedule 14A for the 2024 Annual Meeting filed with the SEC on April 29, 2024.

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On Thursday, June 14, 2024, at 9:30 a.m. Eastern Time, by means of an online meeting platform, the Company held its 2024 Annual Meeting. Stockholders representing 111,075,029, or 71.87%, of the 154,542,945 outstanding shares were present in person or by proxy, constituting a quorum under applicable law. Proxies were solicited by the Company pursuant to Regulation 14A under the SEC. Each of the proposals below are described in detail in the Company's definitive proxy statement on Schedule 14A for the 2024 Annual Meeting, filed with the SEC on April 29, 2024. At the 2024 Annual Meeting, all of the proposals were approved. The results are as follows: Proposal 1 The votes with respect to the election of the six directors to hold office until the 2025 annual meeting were as follows: Director Votes For % Voted For Votes Withheld % Voted Withheld Broker Non- Votes Michael S. Weiss 57,264,472 75.23% 18,849,954 24.77% 34,960,603 Laurence N. Charney 57,758,626 75.88% 18,355,800 24.12% 34,960,603 Yann Echelard 35,052,596 46.05% 41,061,830 53.95% 34,960,603 Kenneth Hoberman 52,058,723 68.40% 24,055,703 31.60% 34,960,603 Daniel Hume 35,036,823 46.03% 41,077,603 53.97% 34,960,603 Sagar Lonial, MD 33,299,870 43.75% 42,814,556 56.25% 34,960,603 Proposal 2 The vote with respect to the ratification of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 was as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 110,028,319 657,578 389,132 -- Proposal 3 The advisory vote to approve the compensation of the Company's named executive officers was as follows: Total Votes For Total Votes Against Abstentions Broker Non-Votes 42,346,581 31,019,084 2,748,761 34,960,603 Proposal 4 The vote to approve the amendment to the Company's Amended and Res

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment to the Amended and Restated Certificate of Incorporation of TG Therapeutics, Inc. 10.1 Amendment to the TG Therapeutics, Inc. 2022 Incentive Plan. 104 Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

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. TG THERAPEUTICS, INC. (Registrant) Date: June 17, 2024 By: /s/ Sean A. Power Name: Sean A. Power Title: Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR