SYNTHETIC BIOLOGICS, INC. (NYSEMKT:SYN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

SYNTHETIC BIOLOGICS, INC. (NYSEMKT:SYN) 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. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Story continues below

Amendment to the 2010 Incentive Stock Plan

On September 7, 2017, the stockholders of Synthetic Biologics, Inc. (the “Company”) approved an amendment to the Synthetic Biologics, Inc. 2010 Stock Incentive Plan (the “Plan”) to increase the total number of shares of stock that the Company has the authority to issue from 14,000,000 to 17,500,000. The amendment to the Plan became effective upon such stockholder approval (see Item 5.07 below). A description of the Plan is set forth in the Company’s definitive proxy statement, dated July 18, 2017 (the “Proxy Statement”), for its 2017 Annual Meeting of Stockholders (the “Annual Meeting”), in the section captioned “Proposal 5. Approval Of An Amendment To Our 2010 Stock Incentive Plan To Increase The Number Of Shares Of Common Stock That We Will Have Authority To Grant Under the Plan From 14,000,000 To 17,500,000,” which is incorporated herein by reference and qualified in its entirety by reference to a copy of the Plan (as amended) attached to the Proxy Statement as Appendix B.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 7, 2017, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada which increased its authorized number of shares of common stock from 250,000,000 to 350,000,000.

The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

On September 7, 2017, the Company held its Annual Meeting, at which a quorum was present. At the Annual Meeting, stockholders of record as of the close of business on July 13, 2017 voted on the following proposals and cast their votes as described below. These matters are described in detail in the Proxy Statement.

The number of votes cast for and against and if applicable, the number of withheld/abstentions and broker non-votes with respect to each matter voted upon, are set forth below.

Proposal 1 – Election of Directors.

The following four individuals were elected as directors, to serve until the 2017 Annual Meeting of Stockholders and until their successors are duly elected and qualified with the following votes:

NameofDirector VotesFor Withheld Broker Non-Votes
Jeffrey J. Kraws 29,636,063 10,782,191 58,450,561
Jeffrey Riley 36,724,677 3,693,577 58,450,561
Scott L. Tarriff 29,609,872 10,808,382 58,450,561
Jeffrey Wolf 29,649,618 10,768,636 58,450,561

Proposal 2 – Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017.

The stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017 based on the votes listed below:

VotesFor VotesAgainst Abstentions BrokerNon-Votes
91,329,290 7,018,077 521,448

Proposal 3 – Approval of an amendment to our articles of incorporation, as amended (the “Articles of Incorporation”) to increase the number of shares of common stock, $0.001 par value per share that we will have authority to issue from 250,000,000 to 350,000,000 (the “Authorized Share Increase”).

The stockholders approved the amendment to the Company’s Articles of Incorporation based on the votes listed below:

Votes For VotesAgainst Abstentions BrokerNon-Votes
76,010,084 22,153,596 705,134

Proposal 4 – Approval of an adjournment of the Annual Meeting of Stockholders, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 3.

The stockholders approved a resolution to adjourn the Annual Meeting of Stockholders to solicit additional proxies if there were not sufficient votes in favor of Proposal 3 based on the votes listed below.

Votes For Votes Against Abstentions Broker Non-Votes
78,962,222 18,337,493 1,569,098

Proposal 5 – Approval of an Amendment to the Company’s 2010 Stock Incentive Plan, to increase the number of shares of common stock that it will have the authority to grant under the Plan from 14,000,000 to 17,500,000.

The stockholders approved the amendment to the Company’s 2010 Stock Incentive Plan based on the votes listed below:

Votes For Votes Against Abstentions Broker Non-Votes
26,061,608 14,071,690 284,956 58,450,561
Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

*Filed herewith


Synthetic Biologics, Inc. Exhibit

To view the full exhibit click here

About SYNTHETIC BIOLOGICS, INC. (NYSEMKT:SYN)

Synthetic Biologics, Inc. is a clinical-stage company. The Company is engaged in developing therapeutics to protect the gut microbiome while targeting pathogen-specific diseases. The Company’s lead product candidates in Phase II development are SYN-010, which is intended to reduce the impact of methane-producing organisms in the gut microbiome to treat an underlying cause of irritable bowel syndrome with constipation (IBS-C), and SYN-004, which is designed to protect the gut microbiome (gastrointestinal (GI) microflora) from the effects of certain commonly used intravenous (IV) antibiotics for the prevention of C. difficile infection (CDI) and antibiotic-associated diarrhea (AAD). Its other product candidates include SYN-007, SYN-006, SYN-005, SYN-200 and SYN-020. The Company is also developing preclinical-stage monoclonal antibody therapies for the prevention and treatment of pertussis, and discovery-stage biotherapeutics for the treatment of phenylketonuria (PKU).

SYNTHETIC BIOLOGICS, INC. (NYSEMKT:SYN) Recent Trading Information

SYNTHETIC BIOLOGICS, INC. (NYSEMKT:SYN) closed its last trading session up +0.060 at 0.790 with 2,867,643 shares trading hands.

An ad to help with our costs