Current Report Filing (8-k)

Date : 06/03/2019 @ 9:33PM
Source : Edgar (US Regulatory)
Stock : NovaBay Pharmaceuticals Inc New (NBY)
Quote : 0.62  0.0 (0.00%) @ 1:21PM

Current Report Filing (8-k)

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 earliest event reported: May 30, 2019

 

NovaBay Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

001-33678

68-0454536

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

 

2000 Powell Street, Suite 1150, Emeryville, CA     94608

(Address of Principal Executive Offices) (Zip Code)

 

(510) 899-8800

(Registrant’s telephone number, including area code)

 

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):

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Trading Symbol(s)

 

Name of Each Exchange On Which Registered

Common Stock, par value $0.01 per share

 

NBY

 

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined 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 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. ☐

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On May 30, 2019, the Company held its 2019 Annual Meeting, at which the Company’s stockholders considered four (4) proposals, each of which is described in more detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 19, 2019, as supplemented by the additional proxy soliciting materials filed on May 3, 2019 (collectively, the “Proxy Statement”). There were 17,244,804 outstanding shares entitled to vote and there were 12,997,306 shares present in person or by proxy at the 2019 Annual Meeting, representing seventy-five and 37/100 percent (75.37%) of the shares outstanding and entitled to vote. The voting results are presented below.

 

1.     To elect the two (2) Class III directors nominated by our Board of Directors to hold office for a term of three (3) years and until their respective successors are elected and qualified.

 

Nominee

For

Withhold

Broker Non-Votes 1

Paul E. Freiman

10,864,043

58,601

2,074,662

Gail Maderis

10,872,896

49,748

2,074,662

 

2.     To approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

 

For

Against

Abstain

Broker Non-Vote 1

10,876,756

36,364

9,524

2,074,662

 

3.     To approve, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.

 

One Year

Two Years

Three Years

Abstain

Broker Non-Vote 1

254,493

10,554

10,650,348

7,249

2,074,662

 

4.     To ratify the appointment by our Audit Committee of OUM & Co. LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019.

 

For

Against

Abstain

12,951,791

39,424

6,091

 

 


1 A broker non-vote occurs when a broker, bank or other nominee holding shares for a beneficial owner does not vote on a particular proposal because the nominee does not have discretionary voting power with respect to the item and has not received voting instructions from the beneficial owner of the shares it holds.  Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting.

 

 

 

 

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.

 

 

NovaBay Pharmaceuticals, Inc.

 
       
       
 

By:

/s/ Justin Hall  
   

Justin Hall

 
   

Interim President & Chief Executive Officer and General Counsel

 

 

Dated: June 3, 2019

 

NovaBay Pharmaceuticals (AMEX:NBY)
Historical Stock Chart

1 Year : From Oct 2018 to Oct 2019

Click Here for more NovaBay Pharmaceuticals Charts.

NovaBay Pharmaceuticals (AMEX:NBY)
Intraday Stock Chart

Today : Friday 18 October 2019

Click Here for more NovaBay Pharmaceuticals Charts.

Latest NBY Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.