UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 21, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). Set forth below are the three proposals that were voted on at the Annual Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. These proposals are described in further detail in the Definitive Proxy Statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on October 10, 2023 (the “Proxy Statement”).
As of the close of business on September 27, 2023, the record date for the Annual Meeting, 5,803,956 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), were issued, outstanding and entitled to vote. Holders of shares of Common Stock were entitled to one vote per share for each share of Common Stock held by them. Stockholders holding an aggregate of 2,443,789 votes were present at the Annual Meeting, virtually or represented by proxy, which number constituted a quorum.
Proposal 1 – The seven (7) director nominees named in the Proxy Statement were elected by a plurality of the votes cast by holders of the shares present and entitled to vote at the Annual Meeting to serve as the Company’s directors until the Company’s 2024 Annual Meeting of Stockholders and until each of their respective successors are elected and qualified or until each of their earlier resignation or removal. The final voting results with respect to the election of each such nominee were as follows:
| Nominee | For | Withheld | Broker Non-Votes | |||
| Jonathan Kaufman | 2,237,280 | 21,582 | 184,927 | |||
| Michael Chancellor | 2,232,180 | 26,682 | 184,927 | |||
| Lori Birder | 2,234,742 | 24,120 | 184,927 | |||
| Daniel Cohen | 2,234,742 | 24,120 | 184,927 | |||
| Byong (Christopher) Kim | 2,220,122 | 38,740 | 184,927 | |||
| Ryan Pruchnic | 2,234,842 | 24,020 | 184,927 | |||
| Naoki Yoshimura | 2,222,722 | 36,140 | 184,927 |
Proposal 2 – The Company’s amendment of its 2020 Stock Incentive Plan to increase the number of shares of Common Stock authorized for issuance thereunder by 1,000,000 shares, from 1,400,000 shares to 2,400,000 shares, was approved by the affirmative vote of a majority of the shares cast and entitled to vote on the matter. The final voting results were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 1,568,032 | 670,168 | 20,662 | 184,927 |
Proposal 3 – The appointment of Urish Popeck & Co., LLC as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023, was ratified by the affirmative vote of a majority of the shares cast and entitled to vote on the matter. The final voting results were as follows:
| For | Against | Abstain | ||
| 2,416,896 | 175 | 26,718 |
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.
| Date: November 22, 2023 | Lipella Pharmaceuticals Inc. | ||
| By: | /s/ Jonathan Kaufman | ||
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Name: Jonathan Kaufman Title: Chief Executive Officer |
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