UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on May 22, 2024, Marinus Pharmaceuticals, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan (the “2024 Plan”).The number of shares of common stock issuable under the 2024 Plan is 4,000,000 shares, plus shares that become available for grant under the Company’s 2014 Equity Incentive Plan, as amended (the “2014 Plan”), after May 22, 2024 (the date in which the Company’s stockholders approved the 2024 Plan) as a result of the termination or forfeiture of awards under the 2014 Plan.
A summary of the 2024 Plan is set forth in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on April 4, 2024 (the “Proxy Statement”). Such summary and the above description of the 2024 Plan do not purport to be complete and are qualified in their entirety by reference to the 2024 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 22, 2024, the Company held the Annual Meeting. Of the 54,931,042 shares of common stock outstanding and entitled to vote at the Annual Meeting, 50,185,167 shares, or 91.4% were present, either by remote communication or represented by proxy, constituting a quorum. The following provides a summary of the votes cast for the proposals on which the Company’s stockholders voted at the Annual Meeting:
Proposal 1: Election of three Class I directors to the Company’s Board of Directors, each to serve until the Company’s 2027 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified.
The Company’s stockholders elected each of the following individuals to serve as Class I directors to serve until the Company’s 2027 Annual Meeting of Stockholders or until such individual’s successor is duly elected and qualified, and the results of the vote were as follows:
| Director Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Elan Ezickson | 33,666,008 | 10,969,840 | 5,549,319 | |||
| Charles Austin | 39,874,244 | 4,761,604 | 5,549,319 | |||
| Marvin H Johnson, Jr. | 39,924,208 | 4,711,640 | 5,549,319 |
Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
The Company’s stockholders approved Proposal 2. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 50,133,065 | 42,477 | 9,625 | - |
Proposal 3: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
The Company’s stockholders approved Proposal 3. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 34,529,488 | 9,940,832 | 165,528 | 5,549,319 |
Proposal 4: Approval of the 2024 Plan.
The Company's stockholders approved Proposal 4. The results of the vote were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 32,505,734 | 11,953,605 | 176,509 | 5,549,319 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 10.1 | Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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.
| MARINUS PHARMACEUTICALS, INC. | |
| Date: May 24, 2024 | /s/ Steven Pfanstiel |
| Steven Pfanstiel | |
| Chief Operating Officer, Chief Financial Officer and Treasurer |