RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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Item 5.02. Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers

On June 2, 2017, the stockholders of Ritter Pharmaceuticals, Inc.
(the Company) approved an amendment to the Companys 2015 Equity
Incentive Plan (the Plan) at the 2017 Annual Meeting of
Stockholders (the 2017 Annual Meeting). The amendment to the Plan
(the Amendment), had been previously approved by the Board of
Directors (the Board) of the Company on April 10, 2017, subject
to stockholder approval.

The Amendment provides for the following changes to the Plan,
among others: (a) an increase in the number of shares that may be
issued to awards under the Plan by 838,000 shares to an aggregate
of (i) 1,641,289 shares plus (ii) any shares which are available
for grant under the 2008 Stock Plan and the 2009 Stock Plan (the
Prior Plans) on the effective date of the Plan or were or are
subject to awards under the Prior Plans which, after the
effective date of the Plan, were or are forfeited or lapse
unexercised or were or are settled in cash and are not issued
under the Prior Plans; and (b) an increase in the number of
shares that may be issued under the Plan to incentive stock
options intended to qualify under Section 422 of the Internal
Revenue Code by 838,000 shares to an aggregate of 1,641,289
shares.

The foregoing description of the Amendment is qualified in its
entirety by reference to the full text of the Amendment, which is
attached hereto as Exhibit 10.1, and the terms of which are
incorporated by reference in this Item 5.02.

Item 5.07. Submission of Matters to a
Vote of Security Holders.

The final voting results of the matters voted on at the 2017
Annual Meeting are provided below.

Proposal 1Election of Directors

Each of the nominees for election to the Board was elected to
hold office for a one-year term and until their respective
successors are elected and qualified by the following votes:

Name For Withheld Broker Non-Votes
Noah Doyle 4,562,765 80,080 3,188,106
Matthew W. Foehr 4,495,336 147,509 3,188,106
Paul V. Maier 4,494,936 147,909 3,188,106
William M. Merino 4,563,522 79,323 3,188,106
Gerald T. Proehl 4,560,954 81,891 3,188,106
Andrew J. Ritter 4,551,621 91,224 3,188,106
Ira E. Ritter 4,561,140 81,705 3,188,106
Michael D. Step 4,582,697 60,148 3,188,106

Proposal 2Ratification of the Appointment of the Companys
Independent Registered Public Accounting Firm

The ratification of the appointment by the Audit Committee of the
Board of Mayer Hoffman McCann P.C. as the independent registered
public accounting firm of the Company for the fiscal year ending
December 31, 2017 was approved by the following vote:

For: 7,510,784
Against: 66,801
Abstained: 253,366
Broker Non-Votes:

Proposal 3Approval of Amendment to the 2015 Equity Incentive
Plan

The Amendment was approved by the following vote:

For: 3,819,307
Against: 782,208
Abstained: 41,330
Broker Non-Votes: 3,188,106

Item 9.01. Financial Statements and
Exhibits

(d) Exhibits

Exhibit No. Description
10.1 Second Amendment to 2015 Equity Incentive Plan


About RITTER PHARMACEUTICALS, INC. (NASDAQ:RTTR)

Ritter Pharmaceuticals, Inc. develops therapeutic products that modulate the human gut microbiome to treat gastrointestinal diseases. The Company’s segment is focusing on the development and commercialization of RP-G28. The Company conducts human gut health research by exploring metabolic capacity of the gut microbiota and translating the functionality of prebiotic-based therapeutics into applications intended to have impact on a patient’s health. The Company’s compound, RP-G28, is under development for the treatment of lactose intolerance. The Company has completed a Phase IIa clinical trial of its product candidate, RP-G28, an orally administered oligosaccharide. RP-G28 is designed to stimulate the growth of lactose-metabolizing bacteria in the colon. The Company has not generated any revenues.

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