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Washington, D.C.  20549







Date of Report (Date of earliest event reported): May 26, 2021


Marinus Pharmaceuticals, Inc. 

(Exact name of registrant as specified in its charter)


Delaware  001-36576  20-0198082
(State or other jurisdiction
of incorporation)
  (Commission File Number)  (IRS Employer
Identification No.)


5 Radnor Corporate Center, Suite 500
100 Matsonford Rd
Radnor, PA
(Address of principal executive offices)   (Zip Code)


Registrant’s telephone number, including area code:  (484) 801-4670



(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:


¨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:


Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.001 MRNS Nasdaq Global Market


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.


On May 26, 2021, Marinus Pharmaceuticals, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 36,633,490 shares of common stock outstanding and entitled to vote at the Annual Meeting, 26,891,520 shares, or 73.4% were present, either by remote communication or represented by proxy, constituting a quorum. The following provides a summary of the votes cast for the proposals on which the Company’s stockholders voted at the Annual Meeting: 


Proposal 1: Election of three Class I directors to the Company’s Board of Directors (our “Board”), each to serve until the Company’s 2024 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified.


The Company’s stockholders elected the following individuals to serve as Class I directors to serve until the Company’s 2024 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified, and the results of the vote were as follows:


Director Nominee   Votes For     Withheld     Broker Non-Votes  
Charles Austin     22,978,483       379,905       3,533,132  
Michael R. Dougherty     23,014,914       343,474       3,533,132  
Elan Ezickson     18,258,810       5,099,578       3.533,132  


Proposal 2:  Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021.


The Company’s stockholders approved Proposal 2. The results of the vote were as follows:


For     Against     Abstain     Broker Non-Votes  
  26,857,174       16,056       18,290       -  


Proposal 3:  Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting.


The Company’s stockholders approved Proposal 3. The results of the vote were as follows:


For     Against     Abstain     Broker Non-Votes  
  17,644,671       5,675,192       38,525       3,533,132  







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: May 27, 2021 /s/ Martha E. Manning
  Martha E. Manning, Esq.
  Vice President, General Counsel and Corporate Secretary