ACELRX PHARMACEUTICALS, INC. (NASDAQ:ACRX) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 of this Current Report on Form 8-K, on June 16, 2020, at the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of AcelRx Pharmaceuticals, Inc. (the “Company”), the Company’s stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved the Company’s 2020 Equity Incentive Plan (the “New Plan”) and the Company’s Amended and Restated 2011 Equity Incentive Plan (the “New ESPP”).
A copy of the New Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference, a copy of the forms of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise to be used under the New Plan are filed as Exhibit 10.2 to this Current Report on Form 8-K and are incorporated by reference, and a copy of the forms of RSU Award Grant Notice and Award Agreement (RSU Award) to be used under the New Plan are filed as Exhibit 10.3 to this Current Report on Form 8-K and are incorporated by reference. A copy of the New ESPP is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated by reference.
The Annual Meeting of the Company was held on June 16, 2020. Proxies for the Annual Meeting were solicited by the Board to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition. There were 80,415,751 shares of common stock entitled to vote at the Annual Meeting. A total of 57,984,622 shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the Annual Meeting were as follows:
Proposal No. 1
Howard B. Rosen and Mark Wan were elected as Class III directors, by a plurality of the votes entitled to vote on the election of directors, to hold office until the 2023 Annual Meeting of Stockholders by the following vote:
In addition to the directors elected above, Adrian Adams, Richard Afable, M.D. and Mark G. Edwards will continue to serve as directors until the 2021 Annual Meeting of Stockholders, and Vincent J. Angotti, Stephen J. Hoffman, M.D., Ph.D. and Pamela P. Palmer, M.D., Ph.D. will continue to serve as directors until the 2022 Annual Meeting of Stockholders, in each case until their successors are elected and qualified, or until their earlier death, resignation or removal.
Proposal No. 2
The selection by the Audit Committee of the Board of OUM & Co. LLP as our independent registered public accounting firm for the year ending December 31, 2020 was ratified by the following vote:
Proposal No. 3
The compensation paid to the Company’s named executive officers, as disclosed to Item 402 of Regulation S-K, compensation tables and narrative discussion was approved, on an advisory basis, by the following vote:
Proposal No. 5
The Company’s Amended and Restated 2011 Employee Stock Purchase Plan was approved, by the following vote:
|+ Indicates management contract or compensatory plan|
About ACELRX PHARMACEUTICALS, INC. (NASDAQ:ACRX)
AcelRx Pharmaceuticals, Inc. is a pharmaceutical company focused on the development and commercialization of therapies for the treatment of moderate-to-severe acute pain. The Company operates through the segment, which includes development and commercialization of product candidates for the treatment of pain. Its lead product candidates include ARX-04, Zalviso, which utilize sublingual sufentanil, delivered through a non-invasive route of administration, and ARX-03. ARX-04 is meant for the treatment of moderate-to-severe acute pain to be administered by a healthcare professional to a patient in medically supervised settings. Zalviso is meant for the management of moderate-to-severe acute pain in hospitalized adult patients. ARX-03 provides mild sedation, anxiety reduction and pain relief for patients undergoing painful procedures in a physician’s office. It also includes ARX-02, which is meant for the treatment of patients who suffer from breakthrough pain (BTP) due to cancer.