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 Report (Date of earliest event reported):

June 21, 2022

Otonomy, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-36591

26-2590070

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4796 Executive Drive

San Diego, CA 92121

(Address of principal executive offices, including zip code)

(619) 323-2200

(Registrant’s telephone number, including area code)

Not Applicable

(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 (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 $0.001 per share

OTIC

The Nasdaq Global Select Market

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 June 21, 2022, Otonomy, Inc. (the “Company”) held its annual meeting of stockholders. Of the 56,921,605 shares of common stock outstanding as of April 22, 2022, the record date for the meeting, 45,943,947 shares of common stock were represented at the meeting in person or by proxy, constituting 80.71% of the outstanding common stock entitled to vote. The matters voted upon at the meeting and the vote with respect to each such matter are set forth below:

(1)

Election of three Class II directors to hold office until the 2025 annual meeting of stockholders. Each of the following nominees was elected to serve as a Class II director, to hold office until the Company’s 2025 annual meeting of stockholders or until his or her respective successor has been duly elected and qualified or his or her earlier resignation or removal.


Nominees	For		Withheld		Broker Non-Votes
Jill M. Broadfoot		29,298,374		950,616		15,694,956
Jay Lichter, Ph.D.		19,553,966		10,695,024		15,694,956
Theodore R. Schroeder		12,438,542		17,810,448		15,694,956

(2)

Approval of, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, was approved, on a non-binding advisory basis, based on the following results of voting:

For

Against

Abstain

Broker

Non-Votes

28,440,661

1,774,012

34,317

15,694,956

(3)

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified based on the following results of voting:

For

Against

Abstain

Broker

Non-Votes

45,900,303

34,542

9,101

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.