Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Incorporation
As disclosed
in Item 5.07 below, on October 13, 2017, Altimmune, Inc. (the Company) held its 2017 Annual Meeting of Stockholders (the 2017 Annual Meeting). At the 2017 Annual Meeting, the Companys stockholders approved, as
previously approved by the Companys board of directors (the Board) on July 28, 2017 and subject to approval by the Companys stockholders, the following amendments to the Companys Amended and Restated Certificate of
Incorporation (the Certificate of Incorporation):
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to include a provision pursuant to which the Company will be governed by Section 203 of the General Corporation Law of the State of Delaware (the DGCL);
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to include a provision to eliminate the ability of stockholders to act by written consent;
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to include a provision to permit the Board to fill vacancies on the Board of Directors; and
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to include a provision to give the Board the flexibility to determine on a
case-by-case
basis as to whether indemnification should be
provided by the Company (other than with respect to officers and directors)
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A more complete description of each of the
foregoing amendments to the Certificate of Incorporation is set forth in the Companys definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on September 1, 2017 (the Proxy Statement).
Additionally, at the 2017 Annual Meeting, the Companys stockholders approved, as previously approved by the Companys board of
directors (the Board) on July 28, 2017 and subject to approval by the Companys stockholders, the amendment and restatement of the Certificate of Incorporation, which integrates the approved amendments to the Certificate of
Incorporation set forth above and makes certain other
non-material
changes (the Amended and Restated Certificate of Incorporation). A more complete description of each amendment of the Amended and
Restated Certificate of Incorporation is set forth in the Proxy Statement. The Amended and Restated Certificate of Incorporation of the Company became effective upon its filing with the Secretary of State of the State of Delaware on October 17,
2017. The foregoing description included in this Form
8-K
is qualified in its entirety by the full text of the Amended and Restated Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this
Current Report on Form
8-K.
Bylaws
On October 13, 2017 the Board adopted and approved, effective immediately, amendments to amend and restate the bylaws of the Company (the
Bylaws). The amendments to the Bylaws simplify the notice requirements in Section 1.4 of the Bylaws for annual or special meetings of the stockholders that have been postponed; revise Section 2.2 of the Bylaws to reduce the
requirement for removal of directors by the stockholders from 75% to a majority of the outstanding shares of our capital stock entitled to vote for directors; update Section 5.1 to reflect recent changes to the Delaware General Corporation Law
with respect to stock certificates; and make certain other typographical changes.
The foregoing description included in this
Form 8-K
is qualified in its entirety by the full text of the Bylaws as amended, a copy of which is filed as Exhibit 3.2 to this Current Report on
Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2017 Annual Meeting was held on October 13, 2017. A total of 13,149,360 shares of common stock were present or represented by proxy at
the 2017 Annual Meeting, representing 84.3% of the issued and outstanding shares entitled to vote at the meeting. 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:
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Director
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For
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Withhold
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Broker Non-Votes
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William J. Enright
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9,681,755
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175,043
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3,292,562
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David J. Drutz, M.D.
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9,689,475
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167,323
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3,292,562
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John M. Gill
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9,721,304
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135,494
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3,292,562
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Philip L. Hodges
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9,663,391
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193,407
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3,292,562
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Mitchel B. Sayare, Ph.D.
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9,693,772
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163,026
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3,292,562
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Klaus O. Schafer, M.D., MPH
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9,680,055
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176,743
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3,292,562
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Derace L. Schaffer, M.D.
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9,705,435
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151,363
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3,292,562
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Proposal No.
2
: Ratification of the appointment of Ernst & Young LLP as the
Companys independent registered public accounting firm for the year ending December 31, 2017. The results were as follows:
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For
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Against
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Abstain
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13,099,774
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36,231
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13,355
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Proposal No.
3
: Advisory vote on the Compensation of the Companys named executive
officers as disclosed in the Proxy Statement pursuant to the SECs compensation rules (referred to as the
say-on-pay
proposal). The results were as
follows:
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For
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Against
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Abstain
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Broker Non-Votes
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9,617,023
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103,460
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136,315
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3,292,562
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Proposal No.
4
: Advisory vote on the frequency of future advisory votes on the compensation
of the Companys named executive officers. The results are below. One year received the greatest number of votes. Based on these results, and consistent with the Boards recommendation, the Board has determined that the Company will hold
an advisory vote on executive compensation on an annual basis until the next stockholder advisory vote on the frequency of the advisory vote on executive compensation.
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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9,548,890
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37,739
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139,255
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130,914
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3,292,562
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Proposal No.
5
: Vote to approve an amendment to the Companys Amended and Restated
Certificate of Incorporation, as amended, to include a provision pursuant to which the Company will be governed by Section 203 of the DGCL. The results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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8,451,516
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1,380,447
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24,835
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3,292,562
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Proposal No.
6
: Vote to approve an amendment to the Companys Amended and Restated
Certificate of Incorporation, as amended, to include a provision to eliminate the ability of stockholders to act by written consent. The results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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7,871,455
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1,965,167
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20,176
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3,292,562
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Proposal No.
7
: Vote to approve an amendment to the Companys Amended and Restated
Certificate of Incorporation, as amended, to include a provision to permit the Board to fill vacancies on the Board of Directors. The results were as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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8,740,458
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1,104,188
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12,152
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3,292,562
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Proposal No.
8
: Vote to approve an amendment to the Companys Amended and
Restated Certificate of Incorporation, as amended, to include a provision to give the Board the flexibility to determine on a
case-by-case
basis as to whether
indemnification should be provided by the Company (other than with respect to officers and directors). The results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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9,657,630
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176,128
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23,040
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3,292,562
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Proposal No.
9
: Vote to approve the amendment and restatement of our Amended and Restated
Certificate of Incorporation. The results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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8,730,051
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1,108,683
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18,064
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3,292,562
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Proposal No.
10
: Vote, for purposes of complying with Nasdaq Listing Rules 5635(b) and
5635(d), to approve the issuance of shares of the Companys Common Stock underlying the Companys Series B Convertible Preferred Stock, par value $0.0001 per share, and related Warrants issued by the Company pursuant to the terms of the
Securities Purchase Agreement, dated August 16, 2017, between the Company and the investors named therein. The results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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9,739,871
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108,903
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8,024
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3,292,562
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