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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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 (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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
EyePoint Pharmaceuticals, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders on June 20, 2024 via live webcast (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved an amendment (the “2023 Plan Amendment”) to the EyePoint Pharmaceuticals, Inc. 2023 Long-Term Incentive Plan (the “2023 Plan”) to (i) increase the number of shares of common stock of the Company (“Common Stock”) authorized for issuance thereunder by 4,000,000 shares (the “Share Increase”) and (ii) increase the individual non-employee director compensation limit contained therein to $850,000 for ongoing directors in any calendar year and $1,100,000 for new directors in any calendar year. The 2023 Plan Amendment also increased the incentive stock option limit from 3,500,000 to 7,500,000 to align with the Share Increase. Also at the Annual Meeting, upon the recommendation of the Board, the Company’s stockholders also approved an amendment (the “Second 2019 Plan Amendment,” and together with the 2023 Plan Amendment, the “Plan Amendments”) to the EyePoint Pharmaceuticals, Inc. 2019 Employee Stock Purchase Plan (the “2019 Plan,” and together with the 2023 Plan, the “Plans”) to increase the number of shares of Common Stock authorized for issuance thereunder by 250,000 shares.
Summaries of the Plans and the Plan Amendments are set forth in the Company’s 2024 Annual Meeting Proxy Statement filed with the Securities and Exchange Commission on April 26, 2024 (the “Proxy Statement”). Those summaries and the above descriptions of the Plans and the Plan Amendments do not purport to be complete and are qualified in their entirety by reference to the Plans and the Plan Amendments, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 23, 2024, the record date for the Annual Meeting, there were 52,084,148 shares of Common Stock issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 46,400,436 or 89.09%, were present in person via virtual communication or voted by proxy, which constituted a quorum. Each stockholder is entitled to one vote for each share held and cumulative voting for directors is not permitted. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:
Proposal No. 1. Election of Directors
The Company’s stockholders elected the following directors to the Board, each to serve until the Company’s 2024 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified. The voting on this proposal is set forth below:
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Vote Type |
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Vote Results |
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Göran Ando, M.D. |
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For |
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34,332,943 |
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Withheld |
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10,073,449 |
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Broker Non-Votes |
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1,994,044 |
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Jay S. Duker, M.D. |
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For |
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44,076,361 |
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Withheld |
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330,031 |
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Broker Non-Votes |
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1,994,044 |
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Nancy Lurker |
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For |
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43,072,470 |
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Withheld |
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1,333,922 |
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Broker Non-Votes |
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1,994,044 |
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John B. Landis, Ph.D. |
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For |
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43,086,644 |
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Withheld |
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1,319,748 |
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Broker Non-Votes |
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1,994,044 |
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David Guyer, M.D. |
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For |
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43,708,357 |
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Withheld |
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698,035 |
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Broker Non-Votes |
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1,994,044 |
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Wendy F. DiCicco |
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For |
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43,721,247 |
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Withheld |
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685,145 |
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Broker Non-Votes |
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1,994,044 |
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Anthony P. Adamis, M.D. |
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For |
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44,036,082 |
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Withheld |
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370,310 |
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Broker Non-Votes |
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1,994,044 |
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Karen Zaderej |
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For |
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44,034,115 |
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Withheld |
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372,277 |
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Broker Non-Votes |
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1,994,044 |
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Stuart Duty |
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For |
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44,065,948 |
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Withheld |
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340,444 |
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Broker Non-Votes |
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1,994,044 |
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Proposal No. 2. Amendment to 2023 Long-Term Incentive Plan
The Company’s stockholders approved the 2023 Plan Amendment to (i) increase the number of shares of Common Stock authorized for issuance thereunder by 4,000,000 shares and (ii) increase the individual non-employee director compensation limit contained therein to $850,000 for ongoing directors in any calendar year and $1,100,000 for new directors in any calendar year. The 2023 Plan Amendment also increased the incentive stock option limit from 3,500,000 to 7,500,000 to align with the Share Increase. The voting on this proposal is set forth below:
Vote type |
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Vote Results |
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For |
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28,353,747 |
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Against |
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15,905,586 |
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Abstain |
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147,059 |
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Non Votes |
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1,994,044 |
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Proposal No. 3. Amendment to 2019 Employee Stock Purchase Plan
The Company’s stockholders approved the Second 2019 Plan Amendment to increase the number of shares of Common Stock authorized for issuance thereunder by 250,000 shares. The voting on this proposal is set forth below:
Vote type |
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Vote Results |
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For |
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44,053,886 |
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Against |
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205,116 |
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Abstain |
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147,390 |
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Non Votes |
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1,994,044 |
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Proposal No. 4. Non-Binding Advisory Vote on Named Executive Officer Compensation
The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting on this proposal is set forth below:
Vote type |
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Vote Results |
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For |
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42,513,914 |
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Against |
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1,715,072 |
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Abstain |
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177,406 |
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Non Votes |
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1,994,044 |
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Proposal No. 5. Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The voting on this proposal is set forth below:
Vote type |
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Vote Results |
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For |
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46,085,482 |
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Against |
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176,590 |
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Abstain |
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138,364 |
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Non Votes |
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0 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
10.1 |
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EyePoint Pharmaceuticals, Inc. Amendment No 1. to 2023 Long-Term Incentive Plan. |
10.2 |
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EyePoint Pharmaceuticals, Inc. Amendment No 2. to 2019 Employee Stock Purchase Plan |
104 |
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Cover Page Interactive Data File (embedded within the inline XBRL document) |
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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EYEPOINT PHARMACEUTICALS, INC. |
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Date: |
June 21, 2024 |
By: |
/s/ George O. Elston |
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George O. Elston |