UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02
Departure of Certain Directors or Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As further described below in Item 5.07, on August 20, 2020, at the 2020 Annual Meeting of Stockholders (the “Meeting”) of Adamis Pharmaceuticals Corporation (the “Company”), the stockholders approved and adopted the 2020 Equity Incentive Plan (the “Plan”). The Plan had previously been approved by the Board of Directors, subject to stockholder approval of the Plan. The Plan is described in greater detail in the Company’s definitive proxy statement for the Meeting, filed with the Securities and Exchange Commission on July 10, 2020 (the “Proxy Statement”), under the caption “Proposal No. 4 — Approval of the 2020 Equity Incentive Plan,” which disclosure is incorporated herein by reference. The description of the Plan contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Plan, which is attached as an exhibit to this Report.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The 2020 annual meeting of stockholders of the Company was held virtually on August 20, 2020. At the Meeting, the stockholders voted on the following proposals, each of which is described in the Proxy Statement.
The final results for each of the matters considered at the Meeting were as follows:
1. Election of the five nominees to the board of directors:
| Votes For | Votes Withheld | Broker Non-Votes | |
| Howard C. Birndorf | 21,168,768 | 11,790,011 | 25,069,499 |
| Roshawn A. Blunt | 21,520,615 | 11,438,164 | 25,069,499 |
| Dennis J. Carlo, Ph.D. | 20,698,416 | 12,260,363 | 25,069,499 |
| David J. Marguglio | 22,514,183 | 10,444,596 | 25,069,499 |
| Richard C. Williams | 21,144,248 | 11,814,531 | 25,069,499 |
Each director nominee was elected to serve as a director until the Company’s annual meeting of stockholders in 2021, or until such person’s successor is duly elected and qualified, or until such person’s earlier resignation, death, or removal. Due to plurality election, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.
2. Approval of the 2020 Equity Incentive Plan:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 15,963,155 | 15,630,983 | 1,364,641 | 25,069,499 |
The proposal was approved.
3. Approval, on a nonbinding advisory basis, of the compensation of the Company’s named executive officers:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 14,747,763 | 16,651,980 | 1,559,036 | 25,069,499 |
The proposal was not approved.
4. Ratification of the selection of BDO USA, LLP, as independent registered public accounting firm for the year ending December 31, 2020:
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 50,317,976 | 5,332,392 | 2,377,910 | -- |
The proposal was approved.
5. Approval of the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting to adopt any of the foregoing proposals.
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 39,557,724 | 16,622,482 | 1,848,072 | -- |
The proposal was approved.
| Item 8.01 | Other Events |
With respect to Proposal No. 2 described in the Proxy Statement, approval of an amendment to the Company’s Restated Certificate of Incorporation to increase the number of shares of common stock authorized to be issued by the Company from 100,000,000 to 200,000,000, and Proposal No. 3 described in the Proxy Statement, approval of an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock, if the Board of Directors of the Company in its discretion determines to effect a reverse stock split at any time before December 31, 2020, at a reverse stock split ratio ranging from 1-for-2 to 1-for-15, as determined by the Board of Directors at a later date, the meeting was adjourned in order to allow the Company additional time to solicit proxies for those proposals before they are vote upon. The meeting was adjourned until September 3, 2020, at 10:00 a.m. Pacific Time. The adjourned meeting will be a completely "virtual" meeting of stockholders, and stockholders will be able to listen and participate in the virtual meeting as well as vote and submit questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/ADMP2020. To participate in the virtual meeting, stockholders will need the control number found on their proxy card or in the instructions that accompanied their proxy materials. Only stockholders of record on the record date of June 23, 2020, are entitled to vote.
| Item 9.01 | Financial Statements and Exhibits |
Exhibit
| No. | Description |
| 10.1* | 2020 Equity Incentive Plan. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
| * | Represents a compensatory plan or arrangement. |
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.
| ADAMIS PHARMACEUTICALS CORPORATION | ||
| Dated: August 24, 2020 | By: | /s/ Robert O. Hopkins |
| Name: Robert O. Hopkins | ||
| Title: Chief Financial Officer | ||