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.
Approval of 2022 Equity Compensation Plan and 2022 Director’ Equity Compensation Plan
On May 19, 2022, the stockholders of ProPhase Labs, Inc. (the “Company”) approved the 2022 Equity Compensation Plan (the “2022 Equity Plan”) and the 2022 Directors’ Equity Compensation Plan (the “2022 Directors’ Plan”) at the 2022 Annual Meeting of Stockholders of the Company (the “2022 Annual Meeting”). The 2022 Equity Plan and the 2022 Directors’ Plan had each been previously approved by the board of directors of the Company on April 11, 2022 , subject to stockholder approval at the 2022 Annual Meeting.
The 2022 Equity Plan provides for an increase in the number of shares reserved for issuance under the Company’s Amended and Restated 2010 Equity Compensation Plan by 1,000,000 shares and provides for the adjustment of the per share exercise price of stock options granted under the 2022 Plan in the event of any change in the outstanding shares of common stock of the Company as a result of, among other things, any distribution or special dividend to stockholders of shares, cash or other property.
The foregoing description of the 2022 Equity Plan and 2022 Directors’ Plan is qualified in its entirety by reference to the full text of the 2022 Equity Plan and the 2022 Directors’ Plan, which are attached hereto as Exhibit 10.1 and Exhibit 10.2, respectively, and the terms of which are incorporated by reference in this Item 5.02.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The final voting results of the matters voted on at the 2022 Annual Meeting are provided below.
Proposal 1. Election of Directors
Each of the nominees for election to the board of directors was elected to hold office for a one-year term and until their respective successors are elected and qualified by the following votes:
| Name | For | Withheld | Broker Non- Votes | |||||||||
| Ted Karkus | 9,968,059 | 61,037 | 2,901,802 | |||||||||
| Jason Barr | 9,062,095 | 967,001 | 2,901,802 | |||||||||
| Louis Gleckel, MD | 9,324,525 | 704,571 | 2,901,802 | |||||||||
| Warren Hirsch | 9,967,984 | 61,112 | 2,901,802 | |||||||||
Proposal 2. Ratification of the Appointment of Independent Auditors
The ratification of the appointment by the Audit Committee of the board of directors of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022 was approved by the following vote:
| For | Against | Abstain | Broker Non- Votes | |||||||||||
| 12,853,122 | 9,395 | 68,381 | 0 | |||||||||||
Proposal 3. Approval of the 2022 Equity Compensation Plan
The 2022 Equity Plan was approved by the following vote:
| For | Against | Abstain | Broker Non- Votes | |||||||||||
| 9,057,594 | 953,671 | 17,831 | 2,901,802 | |||||||||||
Proposal 4. Approval of the 2022 Directors’ Equity Compensation Plan
The 2022 Directors’ Plan was approved by the following vote:
| For | Against | Abstain | Broker Non- Votes | |||||||||||
| 8,981,873 | 1,033,102 | 14,121 | 2,901,802 | |||||||||||
Proposal 5. Approval of the non-binding advisory Say-on-Pay
The non-binding advisory Say-on-Pay proposal was approved by the following vote:
| For | Against | Abstain | Broker Non- Votes | |||||||||||
| 9,946,368 | 71,894 | 10,834 | 2,901,802 | |||||||||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | 2022 Equity Compensation Plan | |
| 10.2 | 2022 Directors’ Equity Compensation Plan | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ProPhase Labs, Inc. | ||
| By: | /s/ Monica Brady | |
| Monica Brady | ||
Chief Financial Officer | ||
Date: May 20, 2022