Delaware
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000-23017
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41-1649949
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(State or other jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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8Penn Center
1628 JFK Blvd., Suite 300
Philadelphia, PA
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19103
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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1.
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The election of Vincent D. Enright, a Class II director, to the Company’s Board of Directors for a term of three years and the election of Robert F. Doman, a Class III director, to the Company’s Board of Directors for a term of one year;
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2.
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The approval of an amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split by a ratio of not less than 1-for-2 and not more than 1-for-10 at any time prior to December 31, 2013, with the exact ratio to be set within this range by the Company’s Board of Directors in its sole discretion;
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3.
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The approval of an amendment to the Company's 2008 Equity Incentive Plan to fix the aggregate number of shares of common stock subject to the 2008 Plan at 10,000,000 shares subject to the approval of the reverse stock split and after giving effect to the reverse stock split;
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4.
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The approval of an amendment to the Company's 2008 Equity Incentive Plan to fix the limitation on awards of stock options during any twelve-month period to any one participant at 425,000 shares, subject to the approval of the reverse stock split and after giving effect to the reverse stock split;
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5.
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The ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
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1.
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Election of Vincent D. Enright, a Class II director, to the Company’s Board of Directors for a term of three years and the election of Robert F. Doman, a Class III director, to the Company’s Board of Directors for a term of one year:
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FOR
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AGAINST / WITHHELD
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ABSTENTIONS
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BROKER
NON-VOTES
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Vincent D. Enright
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22,889,879 | 2,513,691 | — | 19,758,835 | ||||||||||||
Robert F. Doman
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22,885,577 | 2,517,993 | — | 19,758,835 | ||||||||||||
2.
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Approval of an amendment to the Company's Certificate of Incorporation, as amended, to effect a reverse stock split by a ratio of not less than 1-for-2 and not more than 1-for-10 at any time prior to December 31, 2013, with the exact ratio to be set within this range by the Company’s Board of Directors in its sole discretion:
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FOR
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AGAINST / WITHHELD
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ABSTENTIONS
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BROKER
NON-VOTES
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|||||||||||
22,811,468 | 2,197,289 | 394,813 | 19,758,835 |
3.
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Approval of an amendment to the Company's 2008 Equity Incentive Plan to fix the aggregate number of shares of common stock subject to the 2008 Plan at 10,000,000 shares subject to the approval of the reverse stock split and after giving effect to the reverse stock split:
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FOR
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AGAINST / WITHHELD
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ABSTENTIONS
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BROKER
NON-VOTES
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|||||||||||
18,464,850 | 5,064,006 | 1,874,714 | 19,758,835 |
4.
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Approval of an amendment to the Company's 2008 Equity Incentive Plan to fix the limitation on awards of stock options during any twelve-month period to any one participant at 425,000 shares, subject to the approval of the reverse stock split and after giving effect to the reverse stock split:
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FOR
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AGAINST / WITHHELD
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ABSTENTIONS
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BROKER
NON-VOTES
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|||||||||||
18,574,257 | 4,980,114 | 1,849,189 | 19,758,835 |
5.
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Ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013:
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FOR
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AGAINST / WITHHELD
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ABSTENTIONS
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BROKER
NON-VOTES
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43,309,683 | 1,197,673 | 655,049 | — |
ECHO THERAPEUTICS, INC.
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Dated: May 23, 2013
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By: /s/ Patrick T. Mooney
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Patrick T. Mooney
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President and Chief Executive Officer
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Exhibit No. | Description | |
99.1 | Press Release issued by the Company on May 23, 2013. |
1.
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The election of Vincent D. Enright, a Class II director, to the Company’s Board of Directors for a term of three years and the election of Robert F. Doman, a Class III director, to the Company’s Board of Directors for a term of one year;
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2.
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The approval of an amendment to the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split by a ratio of not less than 1-for-2 and not more than 1-for-10 at any time prior to December 31, 2013, with the exact ratio to be set within this range by the Company’s Board of Directors in its sole discretion;
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3.
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The approval of an amendment to the Company’s 2008 Equity Incentive Plan to fix the aggregate number of shares of common stock subject to the 2008 Plan at 10,000,000 shares subject to the reverse stock split and after giving effect to the reverse stock split;
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4.
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The approval of an amendment to the Company’s 2008 Equity Incentive Plan to fix the limitation on awards of stock options during any twelve-month period to any one participant at 425,000 shares, subject to the reverse stock split and after giving effect to the reverse stock split; and
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5.
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The ratification of the appointment of Wolf & Company, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.
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