Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On July 10, 2018, following the 2018 Annual Meeting of Stockholders
(the “Annual Meeting”) of EyeGate Pharmaceuticals, Inc. (the “Company”), the Company filed a Certificate
of Amendment (the “Charter Amendment”) to its Restated Certificate of Incorporation with the Secretary of State for
the State of Delaware. The Charter Amendment increased the number of authorized shares of the Company’s common stock from
100,000,000 to 120,000,000. The Charter Amendment became effective on July 10, 2018.
The foregoing description of the Charter Amendment does not
purport to be complete and is qualified in its entirety by reference to the Charter Amendment, which is filed as Exhibit 3.1 to
this Current Report on Form 8-K and is incorporated by reference herein.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On July 10, 2018, the Company held the Annual Meeting. At the
Annual Meeting, the Company’s stockholders voted on the following proposals:
(i) the election of two Class III Directors
for a three-year term, such term to continue until the Company’s annual meeting of stockholders in 2021 and until such Directors’
successors are duly elected and qualified or until their earlier resignation or removal;
(ii) the ratification of the appointment
of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31,
2018;
(iii) the approval of an amendment to the
Company’s 2014 Equity Incentive Plan to increase the maximum number of shares authorized for issuance thereunder by 6,000,000
shares;
(iv) the approval of an amendment to the
Company’s Restated Certificate of Incorporation to increase the maximum number of shares authorized for issuance thereunder
by 20,000,000 shares; and
(v) the approval of an amendment to the
Company’s Restated Certificate of Incorporation to effect a reverse stock split at a ratio of not less than 1-for-2 and not
greater than 1-for-15 (the “Reverse Stock Split”).
The voting results are reported below.
Proposal 1 - Election of Directors
Stephen From and Peter Greenleaf were elected as Class III Directors
for a three-year term, such term to continue until the annual meeting of stockholders in 2021 and until such Directors’ successors
are duly elected and qualified or until their earlier resignation or removal. Due to the plurality election, votes could only be
cast in favor of or withheld from the nominee and thus votes against were not applicable. The results of the election were as follows:
Name
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Votes For
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Votes Withheld
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Broker Non-Votes
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Stephen From
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22,287,017
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277,481
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13,387,261
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Peter Greenleaf
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22,336,011
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228,487
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13,387,261
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Proposal 2 - Ratification of the
Appointment of EisnerAmper LLP
The appointment of EisnerAmper LLP as the Company’s independent
registered public accounting firm for the fiscal year ending December 31, 2018 was ratified. There were no broker non-votes
on this proposal. The results of the vote were as follows:
Votes For
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Votes Against
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Votes Abstained
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35,553,253
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220,289
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178,217
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Proposal 3 – Approval of Amendment
to 2014 Equity Incentive Plan
The amendment of the Company’s 2014 Equity Incentive Plan
to increase the maximum number of shares authorized for issuance thereunder by 6,000,000 shares was approved. The results of the
vote were as follows:
Votes For
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Votes Against
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Votes Abstained
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Broker Non-Votes
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20,260,766
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688,349
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1,615,383
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13,387,261
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Proposal 4 –Amendment to Restated
Certificate of Incorporation – Authorized Common Stock Increase
The amendment to the Company’s Restated Certificate of
Incorporation to increase the number of authorized shares of common stock to 120,000,000 was approved. There were no broker non-votes
on this proposal. The results of the vote were as follows:
Votes For
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Votes Against
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Votes Abstained
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30,640,607
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3,392,844
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1,918,308
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Proposal 5 – Authority to Amend
the Restated Certificate of Incorporation – Reverse Stock Split
The amendment to the Company’s Restated Certificate of
Incorporation to effect a reverse stock split of the shares of the Company’s common stock at a ratio of not less than 1-for-2
and not greater than 1-for-15, with the exact ratio of, effective time of and decision whether or not to implement a reverse stock
split to be determined by the Company’s Board of Directors, was approved. There were no broker non-votes on this proposal.
The results of the vote were as follows:
Votes For
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Votes Against
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Votes Abstained
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33,223,386
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2,505,194
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223,179
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