UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 27, 2024, Palatin Technologies, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) to consider and vote on the following: (1) election of directors (“Proposal 1”), (2) ratification of the appointment of the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024 (“Proposal 2”), (3) approval of an amendment to the Company’s 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 1,000,000 shares (“Proposal 3”), and (4) to advise the Company whether stockholders approve the compensation of the Company’s named executive officers for the fiscal year ended June 30, 2023 (“Proposal 4”).
As of May 22, 2024 (the “Record Date”), the total number of outstanding shares entitled to vote at the Annual Meeting was: 16,136,649 shares of common stock, one vote per share and 4,030 shares of Series A Preferred Stock, with approximately 1.32 votes per share, for an aggregate of 5,333 votes. The combined total of votes entitled to be cast at the Annual Meeting as of the Record Date was a total of 16,141,973 votes. At the Annual Meeting, the total number of votes present in person or by proxy was 7,137,392.
Proposal 1. Election of Directors. The stockholders elected the following seven directors to serve until the next annual meeting, or until their successors are elected and qualified, by the votes set forth below:
Nominee |
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| WITHHELD |
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01) Carl Spana, Ph.D. |
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| 1,456,961 |
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| 399,669 |
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02) John K.A. Prendergast, Ph.D. |
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| 1,356,125 |
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| 500,505 |
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03) Robert K. deVeer, Jr. |
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| 1,384,910 |
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| 471,720 |
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04) J. Stanley Hull |
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| 1,396,471 |
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| 460,159 |
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05) Alan W. Dunton, M.D. |
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| 1,435,758 |
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| 420,872 |
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06) Arlene M. Morris |
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| 1,367,820 |
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| 488,810 |
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07) Anthony M. Manning, Ph.D. |
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| 1,473,920 |
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| 382,710 |
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Broker Non-Votes: | 5,280,762 | for each director |
Proposal 2. Ratification of Appointment of Independent Registered Public Accounting Firm. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024, by the votes set forth below:
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| Abstain |
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| 6,728,849 |
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| 345,561 |
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| 62,982 |
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Broker Non-Votes: Not Applicable
Proposal 3. Approval of an Amendment to the Company’s 2011 Stock Incentive Plan to Increase the Number of Shares Available for Equity Awards by 1,000,000 Shares. The stockholders approved the amendment to the Company’s 2011 Stock Incentive Plan to increase the number of shares available for equity awards by 1,000,000 shares, by the votes set forth below:
For |
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| Abstain |
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| 1,103,832 |
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| 722,486 |
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| 30,312 |
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Broker Non-Votes: 5,280,762
Proposal 4: Advise the Company whether Stockholders Approve the Compensation of the Company’s Named Executive Officers for the fiscal year ended June 30, 2023. The stockholders voted to advise the Company that they do approve the compensation of the Company’s named executive officers, by the votes set forth below:
For |
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| Against |
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| Abstain |
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| 925,432 |
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| 664,821 |
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| 266,377 |
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Broker Non-Votes: 5,280,762
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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.
| PALATIN TECHNOLOGIES, INC. |
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Date: June 28, 2024 | By: | /s/ Stephen T. Wills |
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| Stephen T. Wills, CPA, MST |
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| Executive Vice President, Chief Financial Officer and Chief Operating Officer |
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