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 June 5, 2024, the Company held its annual general meeting of shareholders, at which time the proposals described below were voted upon.
| (1) | Election of Directors. The Company’s shareholders elected for a one-year term six persons nominated for election as directors. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors: |
| Nominee | For | Withheld | Broker Non-Vote | |||
| Dr. Mahesh V. Patel | 997,661 | 291,903 | 1,609,323 | |||
| Jeffrey A. Fink | 996,369 | 293,195 | 1,609,323 | |||
| John W. Higuchi | 997,914 | 291,650 | 1,609,323 | |||
| Dr. Jill M. Jene | 979,108 | 310,456 | 1,609,323 | |||
| Dr. Richard Dana Ono | 1,011,331 | 278,233 | 1,609,323 | |||
| Dr. Spyros Papapetropoulos | 952,907 | 336,657 | 1,609,323 |
There were no abstentions with respect to the election of directors.
| (2) | Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders voted upon and ratified the appointment of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024. The following table sets forth the vote of the shareholders at the meeting with respect to the appointment of Tanner LLC: |
| For | Against | Abstain | ||
| 2,832,044 | 58,564 | 8,279 |
There were no broker non-votes in the ratification of appointment of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2024.
| (3) | Advisory Vote on Executive Compensation. The Company’s shareholders voted upon and adopted a non-binding resolution approving the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the meeting with respect to the adoption of this resolution on named executive officer compensation: |
| For | Against | Abstain | Broker Non-Vote | |||
| 1,049,153 | 226,089 | 14,322 | 1,609,323 |
| (4) | Frequency of Future Advisory Votes to Approve Executive Compensation. The Company’s shareholders voted upon and adopted a non-binding resolution approving the frequency of One Year (an annual vote), for the frequency of future advisory votes relating to the compensation of the Company’s named executive officers: |
| 1 Year | 2 Years | 3 Years | Abstain | |||
| 1,056,391 | 40,782 | 142,604 | 49,787 |
| (5) | Amendment to the Amended and Restated 2014 Stock and Incentive Plan. The Company’s shareholders voted upon and approved the amendment and restatement of the Fourth Amended and Restated 2014 Stock and Incentive Plan. The following table sets forth the vote of the shareholders at the meeting with respect to the amendment and restatement of the Fourth Amended and Restated 2014 Stock and Incentive Plan: |
| For | Against | Abstain | Broker Non-Vote | |||
| 740,829 | 543,323 | 5,412 | 1,609,323 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
| 104 | 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.
| LIPOCINE INC. | ||||
| Date: | June 5, 2024 | By: | /s/ Mahesh V. Patel | |
| Mahesh V. Patel | ||||
| President and Chief Executive Officer | ||||