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 |
The Annual Meeting of Stockholders of PaxMedica, Inc. (the “Company”) was held on May 23, 2024 (the “Annual Meeting”). At the Annual Meeting, there were present, in person virtually or by proxy, holders of 3,483,383 shares of common stock, or approximately 46.6% of the total outstanding shares eligible to be voted. The final voting results with respect to each proposal presented at the Annual Meeting is set forth below:
Proposal One - Election of Directors
The Company’s stockholders approved the election of one Class II director to the Company’s Board of Directors for a three-year term expiring at the 2027 annual meeting of stockholders or until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal, by the following vote:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||
| Karen LaRochelle | 979,676 | 139,465 | 360,923 | 2,003,319 |
Proposal Two - Reverse Stock Split
The Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation, as amended from time to time, to effect, at the discretion of the board of directors, a reverse stock split of the Company’s common stock, par value $0.0001 per share, at a ratio in the range of 1-for-2 to 1-for-25, with such ratio to be determined at the discretion of the board of directors at any time prior to May 22, 2025, by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 2,146,872 | 1,329,652 | 6,859 | - |
Proposal Three – Amendment to the Company’s Certificate of Incorporation
The Company’s stockholders did not approve an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by the Delaware General Corporation Law by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 1,298,571 | 145,805 | 35,688 | 2,003,319 |
Approximately 17.4% of the outstanding shares of the Company’s common stock voted in favor of Proposal Three, the approval of which required the affirmative vote of a majority of the outstanding shares of the Company’s common stock.
Proposal Four – Ratification of Appointment of Independent Registered Accounting Firm
The Company’s stockholders ratified the appointment of Marcum LLP as the independent registered public accounting firm of PaxMedica, Inc. for the fiscal year ending December 31, 2024 by the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 2,992,467 | 473,208 | 17,708 | - |
Proposal Five – Adjournment Proposal
The Company had solicited proxies in favor of the Adjournment Proposal, which would have given the Company the authority to adjourn the Special Meeting to solicit additional proxies.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||
| 2,337,209 | 1,079,372 | 66,802 | - |
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.
| PaxMedica, Inc. | ||
| By: | /s/ Howard J. Weisman | |
| Names: Howard J. Weisman | ||
| Title: Chief Executive Officer | ||
Date: May 28, 2024