EVOKE PHARMA, INC. (NASDAQ:EVOK) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02

Evoke Pharma, Inc. (the Company) held its annual meeting of
stockholders on May 3, 2017 (the Annual Meeting). At the Annual
Meeting, the Company’s stockholders approved the amendment and
restatement of the Companys 2013 Employee Stock Purchase Plan
(the 2013 ESPP). The amended and restated 2013 ESPP is referred
to herein as the Restated ESPP.The Restated ESPP authorizes the
issuance of an aggregate 250,000 shares of the Companys common
stock, 150,000 of which were previously reserved for issuance
under the 2013 ESPP.In addition, the Restated ESPP contains an
evergreen provision that allows for an annual increase in the
number of shares available for issuance under the Restated ESPP
on January 1 of each year during the ten-year term of the
Restated Plan, beginning on January 1, 2018. The annual increase
in the number of shares will be equal to the least of: (a) 1% of
the Companys outstanding capital stock on the last day of the
immediately preceding calendar year; (b) 100,000 shares; and (c)
an amount determined by the Companys board of directors (the
Board).Notwithstanding the foregoing, the number of shares of
common stock that may be issued or transferred to awards under
the Restated ESPP may not exceed an aggregate of 1,250,000
shares.

Administration.The Restated ESPP is administered by the
compensation committee of the Board (the Compensation Committee).

Eligibility.Our employees are eligible to participate in the
Restated ESPP if they are customarily employed by us or any
participating subsidiary for at least 20 hours per week and more
than five months in any calendar year on the day prior to the
first day of the offering period. However, an employee may not be
granted rights to purchase stock under the Restated ESPP if such
employee, immediately after the grant, would own (directly or
through attribution) stock possessing 5% or more of the total
combined voting power or value of all classes of our common or
other class of stock.Eligible employees become participants in
the Restated ESPP by enrolling and authorizing payroll deductions
by the deadline established by the administrator prior to the
relevant offering date. Directors who are not employees are not
eligible to participate.

Offerings.The Restated ESPP is intended to qualify under Code
Section 423 and stock will be offered under the Restated ESPP
during offering periods. The length of the offering periods under
the Restated ESPP will be determined by our Compensation
Committee and may be up to 27 months long. Employee payroll
deductions will be used to purchase shares on each purchase date
during an offering period. The purchase dates will be determined
by the Compensation Committee for each offering period, but will
generally be the last trading day in each offering period. The
Compensation Committee may, in its discretion, modify the terms
of future offering periods. The Restated ESPP is currently
implemented by six-month offering periods. A new six-month
offering period will commence on each of September 1 and March 1
during the term of the Restated ESPP. Purchase dates will be set
for the last trading day in each six-month offering period and
will occur on each of August 31 and February 28 (unless such days
are not trading days).

Other Provisions.The Restated ESPP also contains provisions with
respect to enrollment, contributions, withdrawal, effects of
termination of employment, transferability, adjustments and
treatment of awards upon certain corporate transactions,
including stock splits, recapitalizations and mergers,
transferability of awards and tax withholding requirements. The
administrator of the Restated ESPP may amend, suspend or
terminate the Restated ESPP. However, stockholder approval of any
amendment to the Restated ESPP will be obtained for any amendment
which changes the aggregate number or type of shares that may be
sold to rights under the Restated ESPP, changes the corporations
or classes of corporations whose employees are eligible to
participate in the Restated ESPP or changes the Restated ESPP in
any manner that would cause the Restated ESPP to no longer be an
employee stock purchase plan within the meaning of Section 423(b)
of the Code. The Restated ESPP will expire in 2027.

The terms and conditions of the Restated ESPP are described in
the section entitled Proposal 3.Approval of the Amendment and
Restatement of our 2013 Employee Stock Purchase Plan in the
Companys Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on March 22, 2017.The
foregoing description of the Restated ESPP does not purport to be
complete and is qualified in its entirely by reference to the
complete text of the Restated ESPP, which is filed as Exhibit
10.1 to this report and incorporated herein by reference.

The Annual Meeting was held on May 3, 2017. As of the close of
business on March 6, 2017, the record date for the Annual
Meeting, there were 15,388,325 shares of common stock entitled to
vote, of which there were 11,302,239 shares present at the Annual
Meeting in person or by proxy. At the Annual Meeting,
stockholders voted on three matters: (i) the election of three
Class I Directors for a term of three years expiring at the 2020
Annual Meeting of Stockholders, (ii) the ratification of the
appointment of BDO USA, LLP as the Companys independent
registered public accounting firm for the year ending December
31, 2017, and (iii) the approval of the amendment and restatement
of the 2013 ESPP. The voting results were as follows:

The three nominees for Class I Director were elected. The Class
II Directors, Cam L. Garner and Scott L. Glenn, continue in
office until the 2018 Annual Meeting of Stockholders. The Class
III Directors, Malcolm R. Hill, Pharm.D. and Ann D. Rhoads,
continue in office until the 2019 Annual Meeting of Stockholders.

There were 7,078,785 broker non-votes related to each of the
three director nominees for election.

There were 0 broker non-votes related to the appointment of BDO
USA, LLP.

The appointment of BDO USA, LLP was ratified.

There were 7,078,785 broker non-votes related to the approval of
the amendment and restatement of the 2013 Employee Stock Purchase
Plan.

The amendment and restatement of the 2013 Employee Stock Purchase
Plan was approved.

(d) Exhibits

About EVOKE PHARMA, INC. (NASDAQ:EVOK)

Evoke Pharma, Inc. is a specialty pharmaceutical company. The Company is focused primarily on the development of drugs to treat gastrointestinal (GI) disorders and diseases. The Company is developing EVK-001, a metoclopramide nasal spray for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in women. EVK-001 is a formulation of Metoclopramide drug, designed to provide systemic delivery of metoclopramide through intranasal administration. The Company has evaluated EVK-001 in a multicenter, randomized, double-blind, placebo-controlled parallel group, dose-ranging Phase IIb clinical trial. The Company has commenced a Phase III clinical trial of EVK-001 in female patients with symptoms associated with acute and recurrent diabetic gastroparesis. The Phase III clinical trial is a multicenter, randomized, double-blind, placebo-controlled, parallel-group study evaluating the efficacy, safety and population pharmacokinetics of EVK-001 in adult females.

EVOKE PHARMA, INC. (NASDAQ:EVOK) Recent Trading Information

EVOKE PHARMA, INC. (NASDAQ:EVOK) closed its last trading session 00.00 at 2.73 with 43,848 shares trading hands.