Rexahn Pharmaceuticals, Inc. (NYSEMKT:RNN) 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.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Amendment to the Rexahn Pharmaceuticals, Inc. 2013 Stock
Option Plan
Option Plan
On April 11, 2017, at the 2017 Annual Meeting of Shareholders
(the Annual Meeting) of Rexahn Pharmaceuticals, Inc. (the
Company), the shareholders of the Company approved an amendment
to the Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan, as
amended and restated (the 2013 Plan), to increase the number of
shares common stock reserved for issuance thereunder from
17,000,000 to 34,000,000 (the Amendment). A description of the
terms and conditions of the 2013 Plan is set forth in the
Companys definitive proxy statement filed with the Securities and
Exchange Commission on February 24, 2017 (the Proxy Statement),
in the section entitled Proposal 5: Approval of an Amendment to
the Companys 2013 Stock Option Plan, as Amended and Restated,
which is incorporated in this report by reference. A copy of the
Amendment is attached as Exhibit 10.1 to this Current Report on
Form 8K.
(the Annual Meeting) of Rexahn Pharmaceuticals, Inc. (the
Company), the shareholders of the Company approved an amendment
to the Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan, as
amended and restated (the 2013 Plan), to increase the number of
shares common stock reserved for issuance thereunder from
17,000,000 to 34,000,000 (the Amendment). A description of the
terms and conditions of the 2013 Plan is set forth in the
Companys definitive proxy statement filed with the Securities and
Exchange Commission on February 24, 2017 (the Proxy Statement),
in the section entitled Proposal 5: Approval of an Amendment to
the Companys 2013 Stock Option Plan, as Amended and Restated,
which is incorporated in this report by reference. A copy of the
Amendment is attached as Exhibit 10.1 to this Current Report on
Form 8K.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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The Company held the Annual Meeting on April 11, 2017. Set forth
below are the seven proposals that were voted on at the Annual
Meeting and the shareholder votes on each such proposal, as
certified by the inspector of elections for the Annual Meeting.
The seven proposals set forth below were the only items submitted
at the Annual Meeting for shareholder action.
below are the seven proposals that were voted on at the Annual
Meeting and the shareholder votes on each such proposal, as
certified by the inspector of elections for the Annual Meeting.
The seven proposals set forth below were the only items submitted
at the Annual Meeting for shareholder action.
As of February 21, 2017, the record date for the Annual Meeting,
there were 237,443,785 shares of Company common stock issued,
outstanding and entitled to vote. Shareholders holding
182,991,661 shares of Company common stock were present at the
Annual Meeting in person or represented by proxy.
there were 237,443,785 shares of Company common stock issued,
outstanding and entitled to vote. Shareholders holding
182,991,661 shares of Company common stock were present at the
Annual Meeting in person or represented by proxy.
Proposal 1 The seven nominees named in the Proxy Statement were
elected to serve as directors for a one-year term expiring at the
Companys 2017 Annual Meeting of Shareholders. The voting results
with respect to each nominee were as follows:
elected to serve as directors for a one-year term expiring at the
Companys 2017 Annual Meeting of Shareholders. The voting results
with respect to each nominee were as follows:
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Director
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For
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Withheld
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Broker Non-Votes
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|||
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Chang H. Ahn
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96,338,097
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8,133,172
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78,520,392
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|||
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Charles Beever
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94,458,425
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10,012,844
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78,520,392
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|||
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Peter Brandt
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95,807,793
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8,663,476
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78,520,392
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|||
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Mark Carthy
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94,717,638
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9,753,631
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78,520,392
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|||
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Kwang Soo Cheong
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94,610,217
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9,861,052
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78,520,392
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|||
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Richard J. Rodgers
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94,743,672
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9,727,597
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78,520,392
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|||
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Peter Suzdak
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94,774,370
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9,696,899
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78,520,392
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Proposal 2 The appointment of Baker Tilly Virchow Krause, LLP as
the independent registered public accounting firm of the Company
for the fiscal year ending December 31, 2017 was ratified. The
voting results were as follows:
the independent registered public accounting firm of the Company
for the fiscal year ending December 31, 2017 was ratified. The
voting results were as follows:
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For
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Against
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Abstain
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168,708,302
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4,347,995
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9,935,364
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There were no broker non-votes for Proposal 2.
Proposal 3 The Companys executive compensation was approved on a
non-binding basis. The voting results were as follows:
non-binding basis. The voting results were as follows:
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For
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Against
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Abstain
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||
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82,573,930
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12,908,813
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8,988,524
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There were 78,520,394 broker non-votes for Proposal 3.
Proposal 4 The frequency of future non-binding votes on executive
compensation was recommended, on a non-binding basis, to be every
three years. The voting results were as follows:
compensation was recommended, on a non-binding basis, to be every
three years. The voting results were as follows:
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Every one year
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Every two years
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Every three years
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Abstain
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|||
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31,598,028
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4,387,045
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57,185,030
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11,301,164
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There were 78,520,394 broker non-votes for Proposal 4.
In light of the foregoing vote and consistent with the
recommendation of the Board of Directors of the Company included
in the Proxy Statement, the Board of Directors has determined
that the Company will hold future advisory votes on executive
compensation every three years.
recommendation of the Board of Directors of the Company included
in the Proxy Statement, the Board of Directors has determined
that the Company will hold future advisory votes on executive
compensation every three years.
Proposal 5 The amendment of the 2013 Plan to increase the number
of shares of common stock available for issuance thereunder from
17,000,000 to 34,000,000 was approved. The voting results were as
follows:
of shares of common stock available for issuance thereunder from
17,000,000 to 34,000,000 was approved. The voting results were as
follows:
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For
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Against
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Abstain
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||
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69,888,918
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27,581,379
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7,000,970
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There were 78,520,394 broker non-votes for Proposal 5.
Proposal 6 The amendment to the Companys Amended and Restated
Certificate of Incorporation (in the event it is deemed by the
Board of Directors to be advisable) to effect a reverse stock
split of the Companys common stock at a ratio within the range of
1:5 to 1:20, as determined by the Board of Directors, together
with a corresponding proportional reduction in the number of
authorized shares of the Companys capital stock, was approved.
The voting results were as follows:
Certificate of Incorporation (in the event it is deemed by the
Board of Directors to be advisable) to effect a reverse stock
split of the Companys common stock at a ratio within the range of
1:5 to 1:20, as determined by the Board of Directors, together
with a corresponding proportional reduction in the number of
authorized shares of the Companys capital stock, was approved.
The voting results were as follows:
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For
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Against
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Abstain
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||
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124,909,518
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53,287,821
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4,794,318
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There were no broker non-votes for Proposal 6.
Proposal 7 The proposal to approve an adjournment of the Annual
Meeting, if necessary, if a quorum is present, to solicit
additional proxies if there were not sufficient votes to approve
Proposal 6, was approved. Notwithstanding the approval of this
proposal, the Annual Meeting was not adjourned, as there were
sufficient votes to approve Proposal 6. The voting results were
as follows:
Meeting, if necessary, if a quorum is present, to solicit
additional proxies if there were not sufficient votes to approve
Proposal 6, was approved. Notwithstanding the approval of this
proposal, the Annual Meeting was not adjourned, as there were
sufficient votes to approve Proposal 6. The voting results were
as follows:
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For
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Against
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Abstain
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||
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145,973,361
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29,481,505
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7,536,788
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There were no broker non-votes for Proposal 7.
Section 8 Other Events
| Item 8.01 |
Other Events.
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On April 13, 2017, the Company issued a press release announcing
that it will implement a 1-for-10 reverse stock split of the
Companys outstanding shares of common stock, together with a
corresponding proportional reduction in the number of authorized
shares of the Companys capital stock. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
that it will implement a 1-for-10 reverse stock split of the
Companys outstanding shares of common stock, together with a
corresponding proportional reduction in the number of authorized
shares of the Companys capital stock. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
Section 9 – Financial Statements and Exhibits
| Item 9.01 |
Financial Statements and Exhibits.
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| (d) |
Exhibits.
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Exhibit No.
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Description
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10.1
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First Amendment to the Rexahn Pharmaceuticals, Inc. 2013
Stock Option Plan, as Amended and Restated as of June 9, 2016. |
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99.1
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Rexahn Pharmaceuticals, Inc. press release dated April 13,
2017, announcing reverse stock split and corresponding authorized share reduction. |
About Rexahn Pharmaceuticals, Inc. (NYSEMKT:RNN)
Rexahn Pharmaceuticals, Inc. is a clinical-stage biopharmaceutical company engaged in the discovery, development and commercialization of treatments for cancer. The Company’s clinical-stage drug candidates in active development include Archexin, RX-3117 and Supinoxin (RX-5902). Archexin is a potent inhibitor of the protein kinase Akt-1, which focuses on cancer cell proliferation, survival, angiogenesis, metastasis and drug resistance. RX-3117 is a small molecule nucleoside compound with an anti-metabolite mechanism of action and has therapeutic potential in a range of cancers, including pancreatic, bladder, colon and lung cancer. Supinoxin is a small molecule inhibitor of phosphorylation of p68. The Company also has a drug candidate RX-21101, an N-(2-Hydroxypropyl) methacrylamide-docetaxel-folate, in pre-clinical development. The Company is working on research technologies, including multi-target aimed ligands platform and nano-based drug delivery systems. Rexahn Pharmaceuticals, Inc. (NYSEMKT:RNN) Recent Trading Information
Rexahn Pharmaceuticals, Inc. (NYSEMKT:RNN) closed its last trading session down -0.161 at 0.455 with 7,333,001 shares trading hands.
