UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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.
On November 2, 2023, Adial Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 5 to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan from 380,000 to 500,000. A description of the 2017 Equity Incentive Plan, as amended, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on October 2, 2023 with the Securities and Exchange Commission (the “Definitive Proxy Statement”) in the section entitled “Proposal 3—APPROVAL OF AN AMENDMENT TO OUR 2017 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE PLAN FROM 380,000 TO 500,000”, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of Amendment No. 5 to the 2017 Equity Incentive Plan, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 2, 2023, at the Annual Meeting, the Company’s stockholders voted on the following three (3) proposals and votes were cast as described below. These matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, and 3 as set forth in the Definitive Proxy Statement are as follows:
Proposal 1 — Election of Directors
The following two (2) individuals were re-elected as Class II directors, each to serve a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified with the following votes:
| Name of Director | Votes For | Withheld | Broker Non-Votes | |||||||||
| (1) Cary J. Claiborne | 285,724 | 73,901 | 197,676 | |||||||||
| (2) Robertson H. Gilliland | 267,050 | 92,575 | 197,676 | |||||||||
Proposal 2 — Ratification of the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023
The stockholders ratified and approved the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023, based on the votes listed below:
| Votes For | Votes Against | Abstentions | ||
| 542,258 | 3,868 | 11,175 |
Proposal 3 — Approval of an amendment to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock authorized for grant under the plan from 380,000 to 500,000
The stockholders approved the amendment (Amendment No. 5) to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock authorized for grant under the 2017 Equity Incentive Plan from 380,000 to 500,000 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 244,858 | 113,670 | 1,097 | 197,676 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 10.1 | Amendment No. 5 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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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.
| Dated: November 6, 2023 | ADIAL PHARMACEUTICALS, INC. | |
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer | |
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