Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Approval of Amendment to 2011 Stock Incentive Plan, as Amended and
Restated. At the meeting of stockholders of Palatin
Technologies, Inc. (the “Company”) held on June 25,
2020, the stockholders approved an amendment to the Company’s
2011 Stock Incentive Plan, as amended and restated (the “2011
Plan”). The amendment increases the number of shares
available for equity awards under the 2011 Plan by 10,000,000
shares, from 32,500,000 to 42,500,000. In addition to the
42,500,000 Shares that may be issued or transferred with respect to
awards under the 2011 Plan, shares covering awards, including
awards under the Company’s 2005 Stock Plan, as amended, that
were outstanding on May 11, 2011 (the date of the initial
stockholder approval of the 2011 Plan), that terminate or are
forfeited, or shares that are returned to the Company pursuant to a
compensation recovery policy, will again be available for issuance
under the 2011 Plan.
The
2011 Plan authorizes the grant of equity-based and cash-based
compensation to the Company’s employees, consultants and
non-employee directors in the form of stock options, stock
appreciation rights, restricted shares, restricted share units,
other share-based awards and cash-based awards.
The
foregoing description of the 2011 Plan, as amended and restated, is
not complete and is qualified in its entirety by referral to the
full text of the 2011 Plan, a copy of which is filed with this
Current Report as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The
Company’s annual meeting of stockholders was held on June 25,
2020 to consider and vote on the following: (1) election of
directors (“Proposal 1”), (2) ratification of the
appointment of the Company’s independent registered public
accounting firm for the fiscal year ending June 30, 2020
(“Proposal 2”), (3) approval of an amendment to
our 2011 Stock Incentive Plan, as amended and restated, to increase
the number of shares available for equity awards by 10,000,000
shares (“Proposal 3”), (4) approval of an amendment to
our Certificate of Incorporation to effect an increase in
authorized common stock from 300,000,000 shares to 500,000,000
shares (“Proposal 4”), and (5) advise the Company
whether stockholders approve the compensation of the
Company’s named executive officers (“Proposal
5”).
Common
stock and Series A convertible preferred stock voted as a single
class on all matters. There were present in person or by proxy
158,223,102 votes, representing a majority of the total outstanding
eligible votes as of the record date for the meeting.
Proposal 1. Election of Directors. The stockholders
elected the following eight directors to serve until the next
annual meeting, or until their successors are elected and
qualified, by the votes set forth below:
Nominee
|
FOR
|
WITHHELD
|
01)
Carl Spana, Ph.D.
|
80,131,548
|
22,444,179
|
02)
John K.A. Prendergast
|
66,071,079
|
36,504,648
|
03)
Robert K. deVeer, Jr.
|
82,392,173
|
20,183,554
|
04) J.
Stanley Hull
|
85,118,042
|
17,457,685
|
05)
Alan W. Dunton, M.D.
|
85,847,515
|
16,728,212
|
06)
Angela Rossetti
|
85,806,895
|
16,768,832
|
07)
Arlene M. Morris
|
71,188,533
|
31,387,194
|
08)
Anthony M. Manning, Ph.D.
|
85,806,693
|
16,769,034
|
Broker
Non-Votes: 55,647,375 for each director
Proposal 2. Ratification of Appointment of Independent
Registered Public Accounting Firm. The stockholders ratified
the appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the fiscal year ending June
30, 2020, by the votes set forth below:
For
|
Against
|
Abstain
|
138,337,359
|
16,936,680
|
2,949,063
|
Proposal 3. Amendment to 2011 Stock Incentive Plan.
The stockholders approved an amendment to the Company’s 2011
Stock Incentive Plan, as amended and restated, to increase the
number of shares available for equity awards by 10,000,000 shares,
from 32,500,000 shares to 42,500,000 shares, by the votes set forth
below:
For
|
Against
|
Abstain
|
66,258,606
|
35,980,561
|
336,560
|
Broker
Non-Votes: 55,647,375
Proposal 4. Amendment to Certificate of Incorporation to
Increase Authorized Common from 300,000,000 Shares to 500,000,000
Shares. As disclosed below under Item 8.01, incorporated
herein by reference, upon motion the Annual Meeting was adjourned
on Proposal 4.
Proposal 5. Say-on-Pay. The stockholders voted to
advise the Company that they do approve the compensation of the
Company’s named executive officers by the votes set forth
below:
For
|
Against
|
Abstain
|
70,267,317
|
29,927,953
|
2,380,457
|
Broker
Non-Votes: 55,647,375