Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Appointment
of Directors
On August 7, 2017, the shareholders of
the Company reelected Raymond F. Akers, Jr. Ph.D to the Board and elected John J. Gormally, Bill J. White, Richard C. Tardbox
III and Christopher C. Shcreiber as members of the Board. Mr. White, Mr. Tarbox and Mr. Schreiber will comprise the Board’s
Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee. Mr. White will act as Chairman of
the Audit Committee, Mr. Tarbox will act as Chairman of the Nominating and Corporate Governance Committee, and Mr. Schreiber will
act as Chairman of the Compensation Committee.
Below
are descriptions of Mr. Gormally, Mr. White, Mr. Tarbox, and Mr. Schreiber’s professional work experience.
John J. Gormally
,
age 61, has served as the Company’s Chief Executive Officer since appointed to the position on November 16, 2015. Mr. Gormally
has over 30 years of experience as a member of senior management in the healthcare industry. He joined Becton, Dickinson and Company
(“Becton”), a medical technology company that manufactures and sells a range of medical supplies and diagnostic equipment,
in 1978 as a senior sales representative. Mr. Gormally served in a wide range of positions with Becton through 2013, focusing
primarily on commercialization of Becton’s products and fostering sales growth. From 1999 to 2001, Mr. Gormally served as
the Vice President of U.S. Sales and Operations for ConvaTec, a former division of Bristol-Myers Squibb Company. From 2001 to
2002, he served as the Vice President of Global Sales and Marketing for BEI Medical Systems Company, Inc., prior to rejoining
Becton from 2002 to 2013. In 2013, Mr. Gormally founded Gormally Elite Medical LLC, a healthcare consulting firm that specializes
in human resources and developing go-to-market commercialization strategies.
Mr.
Gormally earned an undergraduate degree from DeSales University in 1978 and is currently an MBA candidate at Northeastern University.
Mr.
Gormally was selected to serve on the Board in part because of his significant experience running companies operating in the medical
device area.
Bill
J. White
, age 56, has more than 30 years of experience in financial management, operations and business development. He currently
serves as Chief Financial Officer, Treasurer and Secretary of Intellicheck Mobilisa, Inc., a technology company listed on the
NYSE MKT. Prior to working at Intellicheck Mobilisa, Inc., he served 11 years as the Chief Financial Officer, Secretary and Treasurer
of FocusMicro, Inc. (“FM”). As co-founder of FM, Mr. White played an integral role in growing the business from the
company’s inception to over $36 million in annual revenue in a five-year period. Mr. White has broad domestic and international
experience including managing rapid and significant growth, import/export, implementing tough cost management initiatives, exploiting
new growth opportunities, merger and acquisitions, strategic planning, resource allocation, tax compliance and organization development.
Prior to co-founding FM, he served 15 years in various financial leadership positions in the government sector. Mr. White started
his career in Public Accounting.
Mr.
White holds a Bachelor of Arts in Business Administration from Washington State University and is a Certified Fraud Examiner.
Mr.
White was selected to serve on the Board in part because of his significant financial and accounting experience with public companies.
Richard C. Tarbox III
,
age 65, combines over 40 years of management experience in the medical device and diagnostics sector of the healthcare industry.
Mr. Tarbox presently serves as a registered investment banker at Aquilo Partners, L.P., focusing his practice on the needs of
clients in the life science tools and diagnostics sectors. Previously, he held executive roles, primarily in business development
and operations management, with Becton Dickinson, Thermo Fisher Scientific and Cardinal Health, Baxter International Inc. and
American Hospital Supply Corporation. He has also served a number of companies in the industry as an officer and member of the
board of directors including; Alverix, Inc., as Chief Executive Officer and board member from 2010 to 2014, Quidel Corporation,
as Corporate Development Officer from 2007 to 2009, ClearData Networks, as Chief Operating Officer and a board member from 1999
to 2001, Bioseparations Inc., as Chief Executive Officer and a board member from 1995 to 1998, Metrika Laboratories, as a board
member from 1994 to 1995, DenOptix, Inc., as a board member from 1995 to 1998 and Ostex International Inc., as Chief Operating
Officer from 1992 to 1995. Mr. Tarbox currently serves as a member of the advisory boards of Qorvo Inc. and Safeguard Scientifics,
Inc.
Mr.
Tarbox is a graduate of the University of Washington, where he received his Bachelor’s Degree in Clinical Psychology and
the Kellogg School of Management at Northwestern University where he earned a Master’s degree in Business Management.
Mr.
Tarbox was selected to serve on the Board in part because of his significant experience in the medical device and diagnostics
industry, as well as his management experience.
Christopher C. Schreiber
,
age 52, combines over 30 years of experience in the securities industry. As the Managing Director of Capital Markets at Taglich
Brothers, Inc., Mr. Schreiber builds upon his extensive background in capital markets, deal structures, and syndications. Prior
to his time at Taglich Brothers, he was a member of the board of directors of Paulson Investment Company, a 40-year-old full service
Investment Banking firm. In addition, Mr. Schreiber serves has a director and partner of Long Island Express North, an elite lacrosse
training organization for teams and individuals. He also volunteers on the board of directors for Fox Lane Youth Lacrosse, a community
youth program.
Mr. Schreiber is a graduate of Johns Hopkins
University, where he received a Bachelor’s Degree in Political Science.
Mr.
Schreiber was selected to serve on the Board in part because of his significant experience in capital markets and knowledge of
the Company.
Family Relationships
Neither Mr. Gormally, nor Mr. White, nor
Mr. Tarbox, nor Mr. Schreiber has a family relationship with any of the current officers or directors of the Company.
Related Party Transactions
There are no applicable related party transactions.
The Board has determined that Mr. White,
Mr. Tarbox and Mr. Schreiber qualify as independent directors under the rules of The Nasdaq Stock Market.
Compensatory
Arrangements
The Company has not yet entered into compensatory arrangements with its directors for their services in such
capacity, but plans to in the near future.
Appointment
of Executive Chairman
On
August 10, 2017, the Board assigned Raymond F. Akers Jr. Ph.D., Secretary, Chief Scientific Director and Vice-Chairman
of the Company, the title of Executive Chairman. Dr. Akers responsibilities, duties and compensation will not be modified.
Item
5.07 Submission of Matters to a Vote of Security Holders.
On
August 7, 2016, the Company held its 2017 annual meeting of shareholders (the “Annual Meeting”). Greater than 33.34%
of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy,
thereby constituting a quorum.
The
matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number
of abstentions, as to such matters, where applicable, are set forth in the table below. With respect to the election of Raymond
F. Akers, Jr. Ph.D, John J. Gormally, Bill J. White, Richard C. Tarbox III and Christopher C. Schreiber as directors to
each serve a one-year term on the Board and until each of their successors is elected and qualified, each nominee received the
number of votes set forth opposite his name.
|
|
Number
of Votes
|
|
|
|
Votes
For
|
|
|
Votes
Against/Withheld
|
|
|
Abstentions
|
|
Election of Raymond F. Akers,
Jr. Ph.D
|
|
|
2,971,025
|
|
|
|
1,140
|
|
|
|
50,651
|
|
Election of John J. Gormally
|
|
|
3,011,631
|
|
|
|
1,140
|
|
|
|
10,045
|
|
Election of Bill J. White
|
|
|
3,010,641
|
|
|
|
1,140
|
|
|
|
11,035
|
|
Election of Richard C. Tarbox III
|
|
|
3,010,631
|
|
|
|
1,140
|
|
|
|
11,045
|
|
Election of Christopher C. Schreiber
|
|
|
3,009,641
|
|
|
|
3,140
|
|
|
|
10,035
|
|
Ratification of Morison Cogen LLP, the
Company’s independent registered public accountant, to audit the Company’s consolidated financial statements for
2017
|
|
|
3,034,297
|
|
|
|
3,890
|
|
|
|
1,826
|
|
Approval and Adoption of the Akers Biosciences,
Inc. 2017 Equity Incentive Plan
|
|
|
2,898,687
|
|
|
|
121,956
|
|
|
|
2,173
|
|
On
the basis of the above votes, (i) Raymond F. Akers, Jr., Ph.D, John J. Gormally, Bill J. White, Richard C. Tarbox III and Christopher
C. Schreiber were elected as members of the Board; (ii) the proposal to ratify the selection of Morison Cogen LLP, as the Company’s
independent registered public accountant to audit its consolidated financial statements for 2017 was adopted; and (iii) the Akers
Biosciences, Inc. 2017 Equity Incentive Plan was approved and adopted.