Current Report Filing (8-k)
May 22 2020 - 4:16PM
Edgar (US Regulatory)
UNITES
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): May 21, 2020
NEPHROS,
INC.
(Exact
name of Registrant as Specified in its Charter)
Delaware
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001-32288
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13-3971809
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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380
Lackawanna Place, South Orange, New Jersey 07079
(Address of principal executive offices, including ZIP code)
(201)
343-5202
(Registrant’s telephone number, including area code)
n/a
(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:
[ ]
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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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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
stock, $0.001 par value
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NEPH
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The
Nasdaq Stock Market LLC
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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 (§
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
May 21, 2020, Nephros., Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual
Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved
a 327,062 share increase in the number of shares authorized under the Company’s 2015 Equity Incentive Plan (the “2015
Plan”).
A
description of the material terms of the 2015 Plan is set forth in the Company’s definitive proxy statement relating to
the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2020.
Item
5.07.
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Submission
of Matters to a Vote of Security Holders.
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At
the Annual Meeting:
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1.
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Stockholders
elected to the Company’s Board of Directors three nominees, Daron Evans, Thomas Gwydir, and Alisa Lask, to each serve
a three-year term expiring in 2023;
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2.
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Stockholders
ratified the appointment of Moody, Famiglietti & Andronico, LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2020;
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3.
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Stockholders
approved a 327,062 share increase in the number of shares authorized under the 2015 Plan;
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4.
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Stockholders
approved the compensation of the Company’s named executive officers on an advisory (non-binding) basis; and
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5.
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Stockholders
recommended a one-year frequency for the vote on the compensation of the Company’s named executive officers on an advisory
(non-binding) basis.
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The
voting results for each such matter were as follows:
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1.
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Election
of Directors:
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Nominee:
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For:
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Withheld:
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Broker
Non-Votes:
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Daron Evans
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4,723,877
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27,809
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2,819,438
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Thomas Gwydir
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4,703,671
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48,015
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2,819,438
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Alisa Lask
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4,703,672
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48,014
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2,819,438
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2.
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Ratification
of the appointment of Moody, Famiglietti & Andronico, LLP as the Company’s independent registered public accounting
firm for the fiscal year ending December 31, 2020:
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For:
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Against:
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Abstain:
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Broker
Non-Votes
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7,559,714
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5,268
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6,142
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0
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3.
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Approval
of 327,062 share increase in the number of shares authorized under the 2015 Plan:
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For:
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Against:
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Abstain:
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Broker
Non-Votes
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4,668,014
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78,030
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5,642
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2,819,438
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4.
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Approval
of the compensation of the Company’s named executive officers on an advisory (non-binding) basis:
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For:
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Against:
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Abstain:
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Broker
Non-Votes
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4,687,340
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39,487
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24,859
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2,819,438
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5.
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Recommendation
of a one-year frequency for the vote on the compensation of the Company’s named executive officers on an advisory (non-binding)
basis.
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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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Broker
Non-Votes
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4,549,684
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5,677
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192,980
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3,345
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2,819,438
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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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Nephros,
Inc.
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Dated:
May 22, 2020
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By:
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/s/
Andrew Astor
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Andrew
Astor
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Chief
Financial Officer
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