ULURU Inc. (OTCMKTS:ULUR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
ULURU Inc. (OTCMKTS:ULUR) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Following receipt of approval of the stockholders of ULURU Inc. (the “Company”) as described in Item 5.07 of the Current Report on Form 8-K, on July 26, 2017, the Company executed and filed with the Nevada Secretary of State a Certificate of Amendment (the “Amendment”) to the Restated Articles of Incorporation, as amended, increasing the number of shares of authorized capital stock to 750,020,000 shares, of which 750,000,000 shares are Common Stock, $0.001 par value, and 20,000 shares are Preferred Stock, $0.001 par value.
As a result of the increase to the authorized shares of Common Stock effected by the Amendment, the 1,250 outstanding shares of Series B Convertible Preferred Stock automatically converted into an aggregate of 125,000,000 shares of Common Stock.There are no longer any shares of Series B Convertible Preferred Stock outstanding.
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Submission of Matters to a Vote of Security Holders |
On July 25, 2017, the Company held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”).The total number of shares entitled to vote at the Annual Meeting was 201,349,431, of which 174,933,176, or 86.9%, were represented either in person or by proxy and, therefore, a quorum was present.The proposals submitted to a vote of the stockholders at the Annual Meeting are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 15, 2017.
The final voting results for each of the proposals submitted to a vote of stockholders at the Annual Meeting are set forth below.
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Proposal 1. |
Election of Directors. |
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By the votes reflected below, the following nominees were elected to the Company’s Board of Directors to hold office for the term expiring at the 2018 Annual Meeting of Stockholders or until their successors are elected and qualified: |
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Nominee |
Votes For |
Votes Withheld |
Broker Non-Votes |
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Vaidehi Shah |
160,564,069 |
7,826,112 |
6,542,995 |
|
Anish Shah |
160,564,069 |
7,826,112 |
6,542,995 |
|
Arindam Bose |
160,564,102 |
7,826,079 |
6,542,995 |
|
Bradley J. Sacks |
160,564,441 |
7,825,740 |
6,542,995 |
|
Oksana Tiedt |
160,564,102 |
7,826,079 |
6,542,995 |
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Proposal 2. |
Ratify the appointment of Montgomery Coscia Greilich LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. |
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The proposal was approved by the following vote: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
164,807,392 |
68,980 |
10,056,804 |
Not applicable |
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Proposal 3. |
Approve a resolution amending the Company’s Articles of Incorporation to increase the number of authorized shares of Common Stock of the Company from 200 million shares to 750 million shares. |
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The proposal was approved by the following vote: |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
|
163,535,888 |
10,378,357 |
1,018,931 |
Not applicable |
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Proposal 4. |
Approve, on a non-binding advisory basis, the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis section, executive compensation tables, and accompanying narrative discussions contained in our 2017 Proxy Statement. |
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The proposal was approved by the following vote: |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
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160,474,748 |
7,681,476 |
233,957 |
6,542,995 |
ULURU Inc. ExhibitEX-3.1 2 ex_3-1.htm ex_3-1.htm BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City,…To view the full exhibit click here
About ULURU Inc. (OTCMKTS:ULUR)
ULURU Inc. is a specialty pharmaceutical company focused on developing and commercializing a range of wound care and muco-adhesive film products based on its Nanoflex and OraDisc technologies for patients, healthcare professionals and healthcare payers. The Company operates through the research, development and commercialization of pharmaceutical products segment. Utilizing its technologies, three of its products have been approved for marketing in various global markets. Altrazeal Transforming Powder Dressing is based on its Nanoflex technology, which changes the way healthcare providers approach their treatment of wounds. The product is indicated for both exuding acute wounds, such as donor sites, non-healing surgical wounds, and trauma and for chronic wounds, such as venous leg ulcers, diabetic foot ulcers and pressure ulcers. Aphthasol is a drug approved for the treatment of canker sores. OraDisc is developed as an improved drug delivery system for the treatment of canker sores.