UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 8-K

CURRENT REPORT


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): May 16, 2019


Lightwave Logic, Inc.

 (Exact name of registrant as specified in its charter)


Nevada

0-52567

82-049-7368

(State or other jurisdiction of
Incorporation or Organization)

(Commission File Number)

(I.R.S. Employer
Identification No.)


 

 

 

369 Inverness Parkway, Suite 350, Englewood, CO

 

80112

(Address of principal executive offices)

 

(Zip Code)


Registrant's telephone number, including area code: (720) 340-4949


(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))


Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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.  ¨


Securities registered pursuant to Section 12(b) of the Act: None


Title of each class

Trading Symbol(s)

Name of exchange on which registered

 

 

 




 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


(e)

Amendment to 2016 Equity Incentive Plan

 

At the 2019 Annual Meeting of Shareholders (the “ Annual Meeting ”) of Lightwave Logic, Inc. (the “ Company ”) held on May 16, 2019, the Company’s shareholders approved an amendment to the Company’s 2016 Equity Incentive Plan (the “ Plan ”) to increase the number of shares of common stock available for issuance under the Company’s 2016 Equity Incentive Plan from 3,000,000 to 8,000,000. A summary of the Plan, and the amendment, are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 12, 2019 and supplemented on April 17, 2019. The summary of the Plan, along with the amendment, is qualified in its entirety by reference to the full text of the Plan, and the amendment, both of which are attached hereto as Exhibits 10.1 and 10.2 and are incorporated herein by reference.


Item 5.07 Submission of Matters to a Vote of Security Holders


The 2019 Annual Meeting of Shareholders (the “ Annual Meeting ”) of Lightwave Logic, Inc. (the “ Company ”) was held on May 16, 2019 . As of the close of business on April 5, 2019, the Company had outstanding 81,726,880 shares of common stock, of which 51,853,675 shares were represented at the meeting by proxy and in person; accordingly, a quorum was constituted. The matters voted upon and the final results of the voting were as follows:


Proposal 1:  Election of Directors


The following persons were elected to the Board of Directors to serve until the 2022 Annual Meeting of Shareholders or until their successors have been duly elected or appointed and qualified:


Name

Votes

For

Votes

Withheld

Broker

Non-votes

Michael S. Lebby

19,707,253

418,064

31,728,358

Joseph A. Miller, Jr.

19,794,997

330,320

31,728,358

Ronald A. Bucchi

19,230,203

895,114

31,728,358


Proposal 2:  Approval of the Amendment to the Company’s 2016 Equity Incentive Plan 


The following votes were cast with respect to Proposal 2. The proposal was approved.


 

 

 

 

For

Against

Abstain

Broker

Non-votes

17,179,210

2,007,409

938,698

31,728,358


Proposal 3:  Ratification of the appointment of Morison Cogen LLP as the Company’s Independent Registered Public Accounting Firm


The following votes were cast with respect to Proposal 3.  The proposal was approved.


 

 

 

 

For

Against

Abstain

Broker

Non-votes

51,262,178

181,428

410,069

-





 


Item 9.01

Financial Statements and Exhibits

 

(d)

 Exhibits:


Exhibit No.

 

Description

 

 

10.1

 

2016 Equity Incentive Plan

 

Incorporated by reference to Appendix A to the Company's Definitive Schedule 14A filed with the SEC on April 20, 2016

10.2

 

Amendment No. 1 to 2016 Equity Incentive Plan

 

Incorporated by reference to Appendix A to the Company’s Definitive Schedule 14A filed with the SEC on April 12, 2019




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.



LIGHTWAVE LOGIC, INC.

 

 

By:

/s/ James S. Marcelli

Name:

James S. Marcelli

Title:

President


Dated: May 20, 2019