UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On October 7, 2021, the Company held its 2021 Annual Meeting of Stockholders (the “Meeting”).
As of August 23, 2021, the record date for the Meeting, there were 76,228,438 shares of our common stock outstanding (including 3,184 shares of common stock issuable upon conversion of the Series A Preferred Stock).
At the Meeting, the stockholders voted on the following six proposals and cast their votes as follows:
1. To elect the seven (7) persons named herein as nominees for directors of the Company, to hold office until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified including Gary S. Jacob, Robert Foster, John P. Brancaccio, Timothy Block, Thomas Adams, Arnold Lippa and Peter Wijngaard.
| Name | Votes For | Votes Against | Votes Abstained | |||
| Gary S. Jacob | 14,614,045 | 0 | 12,345,825 | |||
| Robert Foster | 15,715,450 | 0 | 11,244,420 | |||
| John P. Brancaccio | 14,578,041 | 0 | 12,381,829 | |||
| Timothy Block | 15,315,744 | 0 | 29,870 | |||
| Thomas Adams | 15,067,114 | 0 | 11,892,756 | |||
| Arnold Lippa | 14,772,853 | 0 | 12,187,017 | |||
| Peter Wijngaard | 16,569,782 | 10,390,089 |
2. To ratify the appointment of BDO USA, LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021.
| Votes For | Votes Against | Votes Abstained | ||
| 30,159,141 | 11,319,200 | 1,274,925 |
3. To approve the Company’s 2021 Omnibus Equity Incentive Plan.
| Votes For | Votes Against | Votes Abstained | ||
| 11,201,566 | 14,833,398 | 924,906 |
4. To approve the amendment of the Company’s certificate of incorporation, as amended, to increase the number of shares of authorized common stock from 120,000,000 to 240,000,000.
| Votes For | Votes Against | Votes Abstained | ||
| 20,288,854 | 22,372,852 | 91,561 |
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5. To approve, on an advisory basis, the compensation of the Company’s named executive officers, referred to as “say-on-pay.
| Votes For | Votes Against | Votes Abstained | ||
| 11,566,554 | 14,892,712 | 500,604 |
6. To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on executive compensation, referred to as “say-on-frequency.
| 1 Year | 2 Years | 3 Years | ||
| 18,019,160 | 836,178 | 6,371,648 |
On October 8, 2021, after considering the voting results with respect to Proposal 6 discussed above, the Board decided that future Say-on-Pay Votes will continue to be held every year until such time that the frequency vote is next presented to shareholders or until the Board determines otherwise.
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.
Dated: October 8, 2021
| HEPION PHARMACEUTICALS, INC. | ||
| By: | /s/ Robert Foster | |
| Robert Foster | ||
| Chief Executive Officer | ||
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