Current Report Filing (8-k)
August 10 2020 - 5:14PM
Edgar (US Regulatory)
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): August 10, 2020
(August 7, 2020)
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 (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange
Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ ]
If an emerging growth company, indicate by check mark 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. [ ]
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Item 5.07
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Submission
of Matters to a Vote of Security Holders
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On August 7, 2020, Seneca Biopharma, Inc. (“Company”)
held its 2020 Annual Meeting (“Annual Meeting”) at 2:00 p.m. EDT. The Annual Meeting was held virtually. Only stockholders
of record as of the close of business on June 19, 2020 (“Record Date”) were entitled to vote at the Annual Meeting.
As of the Record Date, 17,295,703 shares of the Company’s common stock were issued, outstanding and entitled to vote, of
which 11,744,600 shares were represented, in person or by proxy, and constituted a quorum for purposes of the Annual Meeting.
The final results of the stockholder vote on each proposal brought before the meeting were as follows:
(a) Proposal 1. The following individuals were elected
as the Class III Directors to serve for a three-year term expiring at the 2023 Annual Meeting based upon the following votes:
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Broker
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Nominee
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Votes For
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Votes Withheld
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Non-Votes
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Kenneth Carter, PhD
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5,062,968
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658,174
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6,023,458
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Cristina Csimma, PharmD, MHP
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4,114,266
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1,606,876
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6,023,458
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(b) Proposal 2. The ratification of Dixon Hughes Goodman,
the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020 was ratified based
upon the following votes:
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Broker
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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10,704,486
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612,103
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428,011
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0
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(c) Proposal 3. The ratification of the filing and effectiveness
of the amendment to the Company’s amended and restated certificate of incorporation that was filed with the Secretary of
State of the State of Delaware on July 10, 2019, and the effectiveness of the 1-for-20 reverse stock split effected thereby on
July 17, 2019 – As disclosed under Item 8.01 below, incorporated herein by reference, the Annual Meeting was adjourned until
September 4, 2020 with respect to Proposal 3.
(d) Proposal 4. The approval of an amendment to the Company’s
amended and restated certificate of incorporation to authorized he Board of Directors to effect a reverse split of the Company’s
issued and outstanding common stock by a ratio of not less than 1-for-2 and not more than 1-for-25 with the Board having the discretion
as to whether or not the reverse stock split is to be effected at any time prior to the one (1) year anniversary of the Annual
Meeting, and with the exact ratio of any reverse stock split to be set at a whole number within the above range as determined by
the Board in its sole discretion – As disclosed under Item 8.01 below, incorporated herein by reference, the Annual Meeting
was adjourned until September 4, 2020 with respect to Proposal 4.
(e) Proposal 5. The non-binding advisory vote on executive compensation
was approved based upon the following votes:
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Broker
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Votes For
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Votes Against
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Abstentions
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Non-Votes
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2,960,782
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2,629,356
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131,004
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6,023,458
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(f) Proposal 6. The non-binding advisory vote on the frequency
of holding future advisory votes on execution compensation received the following votes:
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1 Year
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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2,949,201
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237,046
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2,167,362
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367,533
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6,023,458
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Accordingly, the Board will take these results under advisement.
(g) Proposal 7. The adoption of Seneca Biopharma 2020
Equity Incentive Plan – As disclosed under Item 8.01 below, incorporated by reference, the Annual Meeting was adjourned
until September 4, 2020 with respect to Proposal 7.