Ayala Pharmaceuticals Inc (ADXS)

[rocky301]

NOTICE OF 2013 ANNUAL MEETING OF STOCKHOLDERS
Notice is hereby given that the 2013 Annual Meeting of Stockholders (the “Annual Meeting”) of Advaxis, Inc. (the “Company”) will be held at Princeton Marriot, 100 College Road East, Princeton, New Jersey 08540, on June 5, 2013, at 10:00 a.m., Eastern Daylight Time, to consider and act upon the following:

1. To elect five members to the Board of Directors to hold office until the next annual meeting of stockholders or until their respective successors have been elected and qualified.

2. To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended (“Certificate of Incorporation”), to effect a reverse stock split at a ratio ranging from 1-for-70 to 1-for-200 of all the issued and outstanding shares of the Company’s common stock, the final ratio to be determined at the discretion of the Board of Directors.

3. To approve an amendment to our Certificate of Incorporation to decrease, subject to approval and implementation of Proposal No. 2, the total number of authorized shares of capital stock from 1,005,000,000 consisting of 1,000,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock to 305,000,000 consisting of 300,000,000 shares of common stock and 5,000,000 shares of “blank check” preferred stock.

4. To ratify and approve an amendment to our 2011 Omnibus Incentive Plan to increase the aggregate number of shares of common stock authorized for issuance under such plan by 155,000,000 shares (such share amount prior to implementing any reverse stock split).

5. To ratify the selection of Marcum, LLP as our independent registered public accountants for the fiscal year ending October 31, 2013, which we refer to as fiscal 2013.

6. Consider and approve an advisory (non-binding) resolution regarding the compensation of our named executive officers.

7. Consider and act upon an advisory (non-binding) vote on the frequency at which Advaxis should include an advisory vote regarding the compensation of our named executive officers in its future proxy statements for stockholder consideration.

8. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
http://www.sec.gov/Archives/edgar/data/1100397/000114420413022715/v341258_pre14a.htm