Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
to their respective employment agreements, our Chief Executive Officer, Myron Holubiak, and our Chief Financial Officer, Jaime Bartushak, are eligible to receive an annual discretionary bonus equal to a percentage of their base salary (50% for Mr. Holubiak and 40% for Mr. Bartushak), based on the attainment of certain goals established by our Board of Directors. In our definitive proxy statement filed on December 13, 2017, we reported that the final bonus amounts had not been determined at that time and included in the executive compensation table under the nonequity incentive plan compensation column an amount equal to 50% of the respective officer’s bonus, which for Mr. Holubiak was $225,000 and for Mr. Bartushak was $100,000, which amounts had been fully accrued and reserved. In the proxy statement, we reported total compensation for fiscal 2017 to Mr. Holubiak of $694,114, which consisted of: base compensation of $450,000, nonequity incentive plan compensation of $225,000, and option awards of $19,114. In that same proxy statement, we reported total compensation for fiscal 2017 to Mr. Bartushak of $455,149, which consisted of: base compensation of $250,000, nonequity incentive plan compensation of $100,000, and option awards of $105,149. On February 7, 2018, our Board of Directors determined the attainment of the goals for each officer and awarded a bonus of $186,750 to Mr. Holubiak and a bonus of $83,000 to Mr. Bartushak, which brings Mr. Holubiak’s and Mr. Bartushak’s total compensation for fiscal 2017 to $655,864 and $438,846, respectively. There were no other changes to the executive compensation as reported in our definitive proxy statement.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective February 7, 2018, the Board of Directors of Citius Pharmaceuticals, Inc. amended and restated the Bylaws of the Company (the “Bylaws”) as set forth in the attached Amended and Restated Bylaws, allowing for stockholder proxy access for director nominations. The Bylaws now contain a new Section 3.16, which provides the means by which stockholders can have director nominees included in the Company’s proxy materials for annual meetings. Generally, a stockholder or group of not more than 20 stockholders who comply with the provisions of Section 3.16 and who have held at least 3% of the outstanding shares for at least three years may nominate the greater of two individuals or 20% of the number of directors in office. Technical amendments were made to other sections of the Bylaws to accommodate new Section 3.16. The foregoing description of the Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
We held our 2018 annual meeting of stockholders on February 7, 2018. At the meeting, stockholders elected the following seven members to our Board of Directors for a term expiring at the annual meeting of stockholders to be held in 2019, based on the following votes:
| Member | For | Withheld |
Broker Non-Votes |
| Myron Holubiak | 4,713,849 | 22,512 | 1,020,335 |
| Leonard Mazur | 4,713,844 | 22,517 | 1,020,335 |
| Suren Dutia | 4,712,781 | 23,580 | 1,020,335 |
| Dr. William Kane | 4,712,820 | 23,541 | 1,020,335 |
| Howard Safir | 4,711,930 | 24,431 | 1,020,335 |
| Carol Webb | 4,711,966 | 24,395 | 1,020,335 |
| Dr. Eugene Holuka | 4,711,970 | 24,391 | 1,020,335 |
At the meeting, our stockholders took the following actions:
| · | Ratified the appointment of Wolf & Company, P.C. as our independent registered public accounting firm for the fiscal year ending September 30, 2018. The vote for such approval was 5,705,681 shares for, 45,655 shares against, 5,360 shares abstaining, and no broker non-votes; and |
| · | Approved the Citius Pharmaceuticals, Inc. 2018 Omnibus Stock Incentive Plan. The vote for such approval was 4,700,520 shares for, 30,136 shares against, 5,705 shares abstaining, and 1,020,335 shares of broker non-votes. |
Item 9.01. Financial Statements and Exhibits
(d)Exhibits.
Citius Pharmaceuticals, Inc. ExhibitEX-3.1 2 f8k020718ex3-1_citiuspharma.htm AMENDED AND RESTATED BYLAWS Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF CITIUS PHARMACEUTICALS,…To view the full exhibit click here
About Citius Pharmaceuticals, Inc. (OTCMKTS:CTXR)
Citius Pharmaceuticals, Inc., formerly Trail One, Inc., is a pharmaceutical company engaged in developing and commercializing therapeutic products. The Company focuses on developing formulations to manage the delivery and compliance of approved drugs. The Company offers Suprenza, an orally disintegrating tablet and an obesity drug that can be administered with water or dissolved on tongue. The Company also focuses on development of its product candidate, Hydrocortisone-Lidocaine Cream, which is in Phase II study. Its Hydrocortisone-Lidocaine Cream is used to provide anti-inflammatory and anesthetic relief to persons suffering from grade I and II hemorrhoids. Citius Pharmaceuticals, LLC is its subsidiary. The Company has not generated any revenues.
