Current Report Filing (8-k)
October 25 2021 - 7:31AM
Edgar (US Regulatory)
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2021-10-22
2021-10-22
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): October 22, 2021
GUARDION
HEALTH SCIENCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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|
001-38861
|
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44-4428421
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(State
or other jurisdiction
of
incorporation)
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|
(Commission
File
Number)
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|
(I.R.S.
Employer
Identification
No.)
|
2925
Richmond Avenue, Suite 1200
Houston,
Texas 77098
(Address
of principal executive offices, including zip code)
Registrant’s
telephone number, including area code: (800) 873-5141
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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|
☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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|
☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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GHSI
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.07. Submission of Matters to a Vote of Security Holders.
On
October 22, 2021, Guardion Health Sciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”).
At the Meeting, the Company’s stockholders (i) re-elected each of Robert N. Weingarten, Mark Goldstone, Donald Gagliano, M.D.,
David W. Evans, Ph.D., and Bret Scholtes as members of the Company’s board of directors
(the “Board”) to serve until Company’s next annual meeting of stockholders or until their successors are elected and
qualified or until their earlier resignation or removal, (ii) ratified the appointment of Weinberg & Company, P.A. as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2021 and (iii) approved, on an advisory basis,
the Company’s 2020 named executive officer compensation. Stockholders of record at the close of business on August 23, 2021 (the
“Record Date”) were entitled to notice of and one vote for each share of common stock held by such stockholder. On
the Record Date, there were 24,426,993 shares of common stock issued and outstanding, of which 12,553,441 shares of common stock were
represented at the Meeting, or approximately 51.39% of the total outstanding shares of common stock on the Record Date, which
was sufficient to constitute a quorum pursuant to the Company’s Second Amended and Restated Bylaws and to transact business.
Set
forth below are the final voting results for each of the proposals:
Proposal
No. 1 – Election of directors
Robert
N. Weingarten, Mark Goldstone, Donald Gagliano, M.D., David W. Evans, Ph.D., and Bret Scholtes
were elected to serve until the Company’s next annual meeting of stockholders or until their successors are elected and
qualified, or until their earlier resignation or removal. The voting results were as follows:
Director
|
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Votes
For
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Votes
Withheld
|
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Broker
Non-Votes
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Robert
N. Weingarten
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5,424,569
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2,203,165
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4,925,707
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Mark
Goldstone
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5,887,561
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1,740,173
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|
4,925,707
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Donald
Gagliano, M.D.
|
|
7,059,213
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|
568,521
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|
4,925,707
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David
W. Evans, Ph.D.
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|
6,894,872
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|
732,862
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|
4,925,707
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Bret
Scholtes
|
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7,025,814
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601,920
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|
4,925,707
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Proposal
No. 2 – Ratification of the appointment of independent registered public accounting firm
The
appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year
ending December 31, 2021 was ratified. The voting results were as follows:
Votes
For
|
|
Votes
Against
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Abstentions
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10,321,716
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2,020,075
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211,650
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Proposal
No. 3 – Approval, on an advisory basis, of the Company’s 2020 named executive officer compensation
Stockholders
of the Company approved, on an advisory basis, the Company’s 2020 named executive officer compensation. The voting results
were as follows:
Votes
For
|
|
Votes
Against
|
|
Abstentions
|
6,228,047
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1,141,137
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258,550
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Item
8.01 Other Events.
At
a meeting of the Board held on October 22, 2021, the Board adopted a resolution pursuant to Article III, Section 1 of the Company’s
Second Amended and Restated Bylaws pursuant to which the Board set the number of members of the Board at five directors, thereby eliminating
the vacancy created on the Board resulting from Kelly Anderson’s decision not to stand for re-election to the Board at the Meeting.
In
addition, in connection with Donald Gagliano’s re-election as a member of the Company’s Board, the directors of the Company
appointed Donald Gagliano as a member of the Company’s audit committee and compensation committee effective as of October 22, 2021.
Furthermore,
effective as of October 22, 2021, the Board formed a separate stand-alone nominating and corporate governance committee and appointed
Robert N. Weingarten, Mark Goldstone and Donald Gagliano as members, with Mr. Weingarten serving as the chair of such committee.
The nominating function was previously performed by the independent members of the Board and not as a separate stand-alone committee.
The nominating and corporate governance committee shall be responsible for, among other things, identifying individuals qualified to
become members of the Board and recommending to the Board the persons to be nominated for election as directors and to each committee
of the Board. Each of Messrs. Weingarten, Gagliano and Goldstone are deemed “independent” as that term is defined under Nasdaq
Listing Rule 5605(a)(2) and Rule 10A-3 under the Securities Exchange Act of 1934, as amended.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
104
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Inline
XBRL for the cover page of this Current Report on Form 8-K
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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GUARDION
HEALTH SCIENCES, INC.
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Date:
October 25, 2021
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By:
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/s/
Bret Scholtes
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Name:
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Bret
Scholtes
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Title:
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Chief
Executive Officer
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