Current Report Filing (8-k)
June 13 2018 - 04:01PM
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):
June 13, 2018
LIPOCINE INC.
(Exact name of registrant as specified in
its charter)
Commission File No. 001-36357
Delaware
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99-0370688
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification Number)
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675 Arapeen Drive, Suite 202
Salt Lake City, Utah 84108
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including
area code:
(801) 994-7383
Former name or former address, if changed
since last report:
Not Applicable
______________________
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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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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 June 13, 2018, the Company held its annual general meeting
of shareholders, at which time the following items were voted upon:
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(1)
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Election of Directors. The Company’s shareholders elected for a one-year term five persons nominated for election as
directors. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors:
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Nominee
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For
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Withheld
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Broker
Non-Vote
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Dr. Mahesh V. Patel
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5,442,808
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625,636
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10,002,959
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Dr. Stephen A Hill
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1,420,143
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4,648,301
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10,002,959
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Jeffrey A. Fink
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1,806,532
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4,261,912
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10,002,959
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John W. Higuchi
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5,359,951
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708,493
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10,002,959
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Dr. Richard Dana Ono
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5,411,548
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656,896
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10,002,959
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There were no abstentions with respect to the election
of directors.
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(2)
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Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders voted upon and
ratified the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending
December 31, 2017. The following table sets forth the vote of the shareholders at the meeting with respect to the appointment of
KPMG LLP:
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For
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Against
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Abstain
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15,744,798
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230,326
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96,279
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There were no broker non-votes in the ratification
of appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending December
31, 2017.
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(3)
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Advisory Vote on Executive Compensation. The Company’s shareholders voted upon and adopted a non-binding resolution approving
the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at
the meeting with respect to the adoption of this resolution on named executive officer compensation:
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For
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Against
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Abstain
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Broker Non-Vote
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5,594,431
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362,346
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111,667
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10,002,959
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(4)
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Advisory Vote on Frequency of Advisory Vote on Executive Compensation. The Company’s shareholders voted to have an annual
vote to approve the compensation of the Company’s named executive officers. The following table sets forth the vote of the
shareholders at the meeting with respect to the frequency of the advisory vote to approve compensation of named executive officers:
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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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5,730,041
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68,705
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165,393
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104,305
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(5)
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Amendment and Restatement of the Second Amended and Restated 2014 Stock and Incentive Plan. The Company’s shareholders
voted upon and approved the amendment and restatement of the Second Amended and Restated 2014 Stock and Incentive Plan. The following
table sets forth the vote of the shareholders at the meeting with respect to the amendment and restatement of the Second Amended
and Restated 2014 Stock and Incentive Plan:
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For
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Against
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Abstain
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Broker Non-Vote
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4,436,373
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1,428,650
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203,421
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10,002,959
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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.
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LIPOCINE INC.
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Date:
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June 13, 2018
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By:
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/s/ Mahesh V. Patel
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Mahesh V. Patel
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President and Chief Executive Officer
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