UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, Phio Pharmaceuticals Corp. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on July 20, 2023. At the Annual Meeting, the Company’s stockholders approved an amendment to the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan (the “2020 Plan”). The amendment to the 2020 Plan became effective upon stockholder approval and increased the number of shares that may be issued thereunder by 125,500, to a total of 225,500 shares available for issuance under the 2020 Plan, as described under Proposal No. 3 of the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on June 9, 2023 (the “2023 Proxy Statement”), which description is incorporated herein by reference.
The foregoing description of the amended and restated 2020 Plan is qualified in its entirety by reference to the text of the amended 2020 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 20, 2023, the Company held its Annual Meeting. At the Annual Meeting, the Company’s stockholders voted on the following proposals, each as described in the 2023 Proxy Statement: (i) election of five directors to serve until the Company’s 2024 Annual Meeting of Stockholders; (ii) ratification of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and (iii) amendment and restatement of the 2020 Plan to increase the number of shares of common stock available for issuance thereunder by 125,500. The Company had 1,504,565 shares of common stock issued and outstanding at the close of business on May 30, 2023, the record date for eligibility to vote at the Annual Meeting, and there were present (in person virtually or represented by valid proxy) a total of 630,100 shares of common stock. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved, and all director nominees were elected.
At the Annual Meeting, the Company’s stockholders voted in the following manner with respect to the following proposals:
Proposal 1: Election of Directors
| Nominee | For | Withheld | Broker Non-Votes |
| Robert J. Bitterman | 126,094 | 17,995 | 486,011 |
| Patricia A. Bradford | 125,280 | 18,809 | 486,011 |
| Robert L. Ferrara | 126,656 | 17,433 | 486,011 |
| Jonathan E. Freeman, Ph.D. | 131,864 | 12,225 | 486,011 |
| Curtis A. Lockshin, Ph.D. | 130,402 | 13,687 | 486,011 |
Proposal 2: Ratification of Auditors
| For | Against | Abstain |
| 605,026 | 21,903 | 3,171 |
Proposal 3: Amendment and Restatement of the 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan
| For | Against | Abstain | Broker Non-Votes |
| 98,254 | 44,696 | 1,139 | 486,011 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Number | Description | |
| 10.1 | 2020 Phio Pharmaceuticals Corp. Long Term Incentive Plan, as amended and restated. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
| PHIO PHARMACEUTICALS CORP. | |||||
| Date: July 26, 2023 | By: | /s/ Robert Bitterman | |||
|
Robert Bitterman President & Chief Executive Officer | |||||
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