UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 24, 2020

 

 

ALTIMMUNE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-32587   20-2726770

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

910 Clopper Road, Suite 201S

Gaithersburg, Maryland

    20878
(Address of principal executive offices)     (Zip Code)

Registrant’s telephone number including area code: (240) 654-1450

(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))

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 $0.0001 per share   ALT   The NASDAQ Global Market

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. ☐

 

 

 


Item 5.07

Submission of Matters to a Vote of Security Holders.

On September 24, 2020, Altimmune, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). As of August 20, 2020, the record date for the 2020 Annual Meeting, there were 32,911,833 shares of the Company’s common stock outstanding and entitled to vote at the 2020 Annual Meeting. A total of 27,114,999 shares of common stock were present or represented by proxy at the 2020 Annual Meeting, representing 82.38% of the issued and outstanding shares entitled to vote at the meeting, representing a quorum. The proposals voted upon and the final results of the vote were as follows:

Proposal No. 1: Election of Directors. The results were as follows:

 

Director

   For      Withhold      Broker
Non-Votes
 

Mitchel Sayare, Ph.D.

     16,229,216        1,143,233        9,742,550  

Vipin K. Garg, Ph.D.

     16,221,029        1,151,420        9,742,550  

David J. Drutz, M.D.

     16,216,185        1,156,264        9,742,550  

John M. Gill

     12,506,830        4,865,619        9,742,550  

Philip L. Hodges

     16,205,768        1,166,681        9,742,550  

Diane Jorkasky, M.D.

     16,231,991        1,140,458        9,742,550  

Wayne Pisano

     15,466,763        1,905,686        9,742,550  

Klaus O. Schafer, M.D., MPH

     16,222,180        1,150,269        9,742,550  

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The results were as follows:

 

For

 

Against

 

Abstain

27,037,507   31,065   46,427

Proposal No. 3: Advisory vote on the Compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the SEC’s compensation rules (referred to as the “say-on-pay” proposal). The results were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

15,939,791   1,307,889   124,769   9,742,550

Proposal No. 4: Vote to authorize the adjournment of the 2020 Annual Meeting to enable the Board of Directors to solicit additional proxies. The results were as follows:

 

For

 

Against

 

Abstain

21,063,670   5,742,056   309,273


SIGNATURE

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.

Date: September 25, 2020

 

ALTIMMUNE, INC.

 

By:  

/s/ William Brown

  Name: William Brown
  Title: Chief Financial Officer
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