Windtree Therapeutics (NASDAQ:WINT) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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

Reference is made to Item 5.07 of this Current Report on Form
8-K. On June 30, 2017, Windtree Therapeutics, Inc. (the Company),
filed a Certificate of Amendment (Amendment) to its Amended and
Restated Certificate of Incorporation to increase the number of
shares of common stock, par value $.001 per share (Common Stock)
authorized thereunder from 60 million shares to 120 million
shares. A copy of the Amendment is filed as Exhibit 3.1 hereto
and is incorporated herein by reference. The Amendment was
approved by the stockholders of the Company at its Annual Meeting
of Stockholders held on June 30, 2017 (Annual Meeting).

Item 5.07Submission of Matters to a Vote of
Securityholders.

On June 30, 2017, the following matters were voted on by the
stockholders at the Companys Annual Meeting: (i) the election of
five directors; (ii) ratification of the appointment of Ernst
Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2016;
(iii) an amendment of the Companys 2011 Long-Term Incentive Plan
(the 2011 Plan Amendment), (iv) an amendment of the Companys
Amended and Restated Certificate of Incorporation; and (v) the
approval, on an advisory basis, of the compensation of the
Companys named executive officers, as described in the Companys
2017 proxy statement. The results of the stockholder votes are as
follows:

(i)Election of Directors: each of the nominees for director was
elected by a plurality of the votes cast by stockholders as
follows:

(ii)Ratification of the appointment of Ernst Young LLP as the
Companys independent registered public accounting firm: this
proposal was approved by a majority of shares present at the
meeting and, therefore, was adopted. The vote was as follows:

(iii)The 2011 Plan Amendment to increase the number of shares of
Common Stock available for issuance under the 2011 Plan from
1,978,572 to 2,728,572 was approved by the affirmative vote of a
majority of the votes cast with respect to the shares of common
stock present in person or represented by proxy at the meeting
and entitled to vote on the proposal and was, therefore, adopted.
The vote was as follows:

(iv)The amendment of the Companys Amended and Restated
Certificate of Incorporation to increase the number of authorized
shares of common stock, par value $.001 per share available for
issuance by the Company from 60 million to 120 million was
approved by a majority of the outstanding shares eligible to vote
on the proposal and was, therefore, adopted. The vote was as
follows:

(v)The compensation of the Companys named executive officers was
approved, on an advisory basis, by a majority of the votes cast
with respect to shares of common stock present in person or
represented by proxy at the meeting and entitled to vote on the
proposal. The vote was as follows:

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

WINDTREE THERAPEUTICS INC /DE/ Exhibit
EX-3.1 2 ex3-1.htm EXHIBIT 3.1 ex3-1.htm CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WINDTREE THERAPEUTICS,…
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About Windtree Therapeutics (NASDAQ:WINT)

Windtree Therapeutics, Inc., formerly Discovery Laboratories, Inc., is a biotechnology company. The Company is focused on developing KL4 surfactant therapies for respiratory diseases and other potential applications. The Company operates through the research and development of products focused on surfactant therapies for respiratory disorders and diseases, and the manufacture and commercial sales of approved products segment. The Company’s technology platform includes a synthetic, peptide-containing surfactant (KL4 surfactant) that is structurally similar to endogenous pulmonary surfactant, and drug delivery technologies being developed to enable non-invasive administration of aerosolized KL4 surfactant. The Company’s core development program, AEROSURF (lucinactant for inhalation), is focused on improving the management of respiratory distress syndrome (RDS) in premature infants, a respiratory condition that can result in long-term respiratory problems, developmental delay and death.