Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): September 24, 2020

ALTIMMUNE, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-32587	20-2726770
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

910 Clopper Road, Suite 201S Gaithersburg, Maryland		20878
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number including area code: (240) 654-1450

(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:

☐	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 $0.0001 per share	ALT	The NASDAQ Global Market

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 September 24, 2020, Altimmune, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”). As of August 20, 2020, the record date for the 2020 Annual Meeting, there were 32,911,833 shares of the Company’s common stock outstanding and entitled to vote at the 2020 Annual Meeting. A total of 27,114,999 shares of common stock were present or represented by proxy at the 2020 Annual Meeting, representing 82.38% of the issued and outstanding shares entitled to vote at the meeting, representing a quorum. 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:


Director	For		Withhold		Broker Non-Votes
Mitchel Sayare, Ph.D.		16,229,216		1,143,233		9,742,550
Vipin K. Garg, Ph.D.		16,221,029		1,151,420		9,742,550
David J. Drutz, M.D.		16,216,185		1,156,264		9,742,550
John M. Gill		12,506,830		4,865,619		9,742,550
Philip L. Hodges		16,205,768		1,166,681		9,742,550
Diane Jorkasky, M.D.		16,231,991		1,140,458		9,742,550
Wayne Pisano		15,466,763		1,905,686		9,742,550
Klaus O. Schafer, M.D., MPH		16,222,180		1,150,269		9,742,550

Proposal No. 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020. The results were as follows:


For	Against	Abstain
27,037,507	31,065	46,427

Proposal No. 3: Advisory vote on the Compensation of the Company’s named executive officers as disclosed in the Proxy Statement pursuant to the SEC’s compensation rules (referred to as the “say-on-pay” proposal). The results were as follows:


For	Against	Abstain	Broker Non-Votes
15,939,791	1,307,889	124,769	9,742,550

Proposal No. 4: Vote to authorize the adjournment of the 2020 Annual Meeting to enable the Board of Directors to solicit additional proxies. The results were as follows:


For	Against	Abstain
21,063,670	5,742,056	309,273

SIGNATURE

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.

Date: September 25, 2020