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   99-0370688
(State or other jurisdiction of incorporation)   (IRS Employer Identification Number)

 

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:

 

¨ 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))

 

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 June 13, 2018, the Company held its annual general meeting of shareholders, at which time the following items were voted upon:

 

(1) 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:

 

Nominee   For   Withheld  

Broker

Non-Vote

Dr. Mahesh V. Patel   5,442,808   625,636   10,002,959
Dr. Stephen A Hill   1,420,143   4,648,301   10,002,959
Jeffrey A. Fink   1,806,532   4,261,912   10,002,959
John W. Higuchi   5,359,951   708,493   10,002,959
Dr. Richard Dana Ono   5,411,548   656,896   10,002,959

 

There were no abstentions with respect to the election of directors.

 

(2) 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:

 

For   Against   Abstain
15,744,798   230,326   96,279

 

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.

 

(3) 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:

 

For   Against   Abstain Broker Non-Vote
5,594,431   362,346   111,667 10,002,959

 

(4) 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:

 

One Year   Two Years   Three Years Abstain
5,730,041   68,705   165,393 104,305

 

 

(5) 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:

 

For   Against   Abstain Broker Non-Vote
4,436,373   1,428,650   203,421 10,002,959

  

 

 

 

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.

 

      LIPOCINE INC.
         
         
Date: June 13, 2018   By: /s/ Mahesh V. Patel
        Mahesh V. Patel
        President and Chief Executive Officer
         

 

 

 

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