Current Report Filing (8-k)
February 08 2022 - 4:01PM
Edgar (US Regulatory)
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2022-02-03
2022-02-03
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 03, 2022
PURE
BIOSCIENCE, INC.
(Exact
name of registrant as specified in its charter)
Delaware
|
|
001-14468
|
|
33-0530289
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
9669
Hermosa Avenue
Rancho
Cucamonga, California
|
|
91730
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (619) 596-8600
Not
applicable
(Former
name or former address, if changed since last report)
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 (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Securities
registered pursuant to Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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.
The
Company held its Annual Meeting (the “Annual Meeting”) on February 03, 2022. Of the 87,072,963 shares of the Company’s
common stock outstanding as of the record date, 53,613,132 shares, or 61.57%, were represented at the Annual Meeting either in person
or by proxy.
A
description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement. The
number of votes cast “For” and “Withheld” and “Against” and the number of “Abstentions”
and “Broker Non-Votes” with respect to each matter voted upon are set forth below.
(1)
Election of Directors. The Company’s stockholders elected each of Tom Y. Lee, CPA, Ivan Chen, Tom Myers, Kristin A. Taylor, and
David M. Rendall, with the approval of 98.55%, 98.92%, 97.82%, 96.64%, and 96.64%, of the votes cast, respectively, to hold office until
next year’s Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following table
shows the tabulation of the votes cast For and Withheld with respect to the election of each of the director nominees as well as the
Broker Non-Votes submitted for each director nominee:
Director
|
|
For
|
|
|
Withheld
|
|
|
Broker Non-Votes
|
|
Tom Y. Lee, CPA
|
|
|
42,209,083
|
|
|
|
620,026
|
|
|
|
10,784,023
|
|
Ivan Chen
|
|
|
42,366,547
|
|
|
|
462,562
|
|
|
|
10,784,023
|
|
Tom Myers
|
|
|
41,894,791
|
|
|
|
934,318
|
|
|
|
10,784,023
|
|
Kristin A. Taylor
|
|
|
41,390,015
|
|
|
|
1,439,094
|
|
|
|
10,784,023
|
|
David M. Rendall
|
|
|
41,389,643
|
|
|
|
1,439,466
|
|
|
|
10,784,023
|
|
(2)
Ratification of Auditors. The Company’s stockholders ratified the appointment of Weinberg & Company, P.A., with the approval
of 99.47% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending July 31,
2022. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions submitted on
this proposal:
For
|
|
|
Against
|
|
|
Abstentions
|
|
|
53,089,597
|
|
|
|
283,231
|
|
|
|
240,304
|
|
(3)
Executive Compensation. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s
named executive officers, with the approval of 88.41% of the votes cast, as disclosed in the Proxy Statement. The following table shows
the tabulation of the votes cast For and Against this proposal as well as the Abstentions and Broker Non-Votes submitted on this proposal:
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
37,630,723
|
|
|
4,930,481
|
|
|
267,905
|
|
|
10,784,023
|
No
other items were presented for stockholder approval at the Annual Meeting.
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.
|
PURE
BIOSCIENCE, INC.
|
|
|
|
Dated:
February 08, 2022
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By:
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/s/
Tom Y. Lee
|
|
|
Tom
Y. Lee
|
|
|
Chief
Executive Officer
|
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