Neuralstem, Inc. (NASDAQ:CUR) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 22, 2017, Neuralstem, Inc. (Company) held its 2017 Annual
Meeting (Annual Meeting) at 8:00 a.m. EDT at 101 Park Avenue,
39th Floor, New York, New York 10178. Only
stockholders of record as of the close of business on April 28,
2017 (Record Date) were entitled to vote at the Annual Meeting.
As of the Record Date, 11,899,453 shares of the Companys common
stock were issued, outstanding and entitled, of which 7,180,865
shares were represented, in person or by proxy, and which
constituted a quorum. The final results of the stockholder vote
on each proposal brought before the meeting were as follows:
(a) Proposal 1. The following individual was
elected as the Class III Director to serve for a three-year term
expiring at the 2020 Annual Meeting based upon the following
votes:
| Broker | |||
| Nominee | Votes For | Votes Withheld | Non-Votes |
| Richard Daly | 1,745,740 | 23,685 | 5,411,440 |
(b) Proposal 2. The ratification of Dixon,
Hughes, Goodman, the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2017 was
ratified based upon the following votes:
| Broker | |||
| Votes For | Votes Against | Abstentions | Non-Votes |
| 7,029,592 | 57,772 | 93,501 | — |
(c) Proposal 3. The amendment to the Companys
2010 Equity Compensation Plan (Plan) to increase the number of
shares eligible for issuance under the Plan by 700,000 was
approved based upon the following votes:
| Broker | |||
| Votes For | Votes Against | Abstentions | Non-Votes |
| 1,317,087 | 412,735 | 39,603 | 5,411,440 |
(d) Proposal 4. The non-binding advisory vote on
executive compensation was approved based upon the following
votes:
| Broker | |||
| Votes For | Votes Against | Abstentions | Non-Votes |
| 1,556,672 | 172,631 | 40,122 | 5,411,440 |
(e) Proposal 5. The non-binding advisory vote on
the frequency of holding future advisory votes on execution
compensation received the following votes:
| 1 Year | 2 Years | 3 Years |
Abstentions |
Broker Non-Votes |
| 1,166,241 | 37,885 | 512,530 | 52,735 | 5,411,474 |
Notwithstanding the foregoing, the Companys board of directors
(Board) has determined that future stockholder advisory
(non-binding) votes on compensation of executives will occur
every 3 years until the Board determines otherwise.
Item 8.01 Other Events.
On June 21, 2017, the compensation committee of the Company
approved an amendment to the non-employee Board compensation
policy effective July 1, 2017 whereby each non-employee director
will receive a $100,000 annual board fee subject to annual review
and adjustment. The annual board fee is payable as follows: (i)
up to $50,000 in cash and (ii) the balance in equity grants
consisting of common stock purchase options, restricted stock
units or restricted stock, at the election of each non-employee
director. Directors electing to receive a portion of their annual
fee in cash will receive four equal quarterly payments during the
year. Applicable equity grants will be made as of July 1 of each
year and will vest quarterly over the grant year. Fees for new
directors appointed or elected during the year will be pro-rated
and made on the fifth (5th) day following such
approval and acceptance on the Board.
Each non-employee director continuing service will be required to
make an election to receive the board fee in either cash,
restricted stock, restricted stock units, or common stock options
or a combination thereof by June 15th of each year. All grants of
restricted stock and restricted stock units will be valued using
the adjusted closing bid price of the Companys common stock on
the applicable grant date. All option grants will be valued using
the Black-Scholes option pricing model and are subject to
customary assumptions used in the preparation of the financial
statements.
About Neuralstem, Inc. (NASDAQ:CUR)
Neuralstem, Inc. (Neuralstem) is a clinical-stage biopharmaceutical company. The Company is engaged in research, development and commercialization of central nervous system therapies based on its human neuronal stem cells and its stem-cell derived small molecule compounds. The Company has approximately three assets: its NSI-189 small molecule program, its NSI-566 stem cell therapy program and its chemical entity screening platform. The Company’s technology allows the commercial-scale production of multiple types of central nervous system stem cells, which are under development for the treatment of central nervous system diseases and conditions. The Company is developing NSI-189 for the treatment of major depressive disorder (MDD) and other psychiatric and/or cognitive impairment indications associated with hippocampal atrophy. The Company’s NSI-566 is indicated for amyotrophic lateral sclerosis (ALS), chronic spinal cord injury and motor deficits due to ischemic stroke.