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): November 15, 2016
| AYTU BIOSCIENCE, INC. | ||
| (Exact Name of Registrant as Specified in Charter) | ||
| Delaware | 000-53121 | 47-0883144 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 373 Inverness Parkway, Suite 206, Englewood, Colorado | 80112 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: (720) 437-6580
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)) |
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The 2016 annual meeting of stockholders for Aytu BioScience, Inc. for the fiscal year ended June 30, 2016 was held on November 15, 2016. Of the 5,080,591 shares outstanding on the record date for the meeting, a total of 3,825,030 shares were present or represented at the meeting.
At the meeting, our stockholders elected five members to our board of directors as follows:
| Members | Number of Shares Voted For |
Number of Shares Withheld (Includes Abstentions) |
Broker Non-Votes |
| Gary V. Cantrell | 2,698,093 | 33,988 | 1,092,949 |
| Joshua R. Disbrow | 2,675,629 | 56,452 | 1,092,949 |
| Carl C. Dockery | 2,673,683 | 58,398 | 1,092,949 |
| John A. Donofrio, Jr. | 2,698,076 | 34,005 | 1,092,949 |
| Michael Macaluso | 2,673,427 | 58,654 | 1,092,949 |
The election of directors was determined by a plurality of the votes cast at the meeting, whereby the five nominees receiving the highest number of “FOR” votes were elected as directors.
At the meeting, our stockholders took the following actions:
| · | Approved, by a majority of the shares of our outstanding capital stock, an amendment to our Certificate of Incorporation to effect a reverse stock split at a ratio of any whole number between 1-for-2 and 1-for-4, as determined by the board of directors, at any time before November 15, 2017, if and as determined by the board of directors. The vote for such approval was 3,504,083 shares for, 310,053 shares against, 10,894 shares abstaining, and no shares of broker non-votes; |
| · | Approved, by a majority of the shares voting at the meeting, amendments to our 2015 Stock Option and Incentive Plan to (i) increase the number of authorized shares of common stock reserved for issuance thereunder from 833,334 shares to 2,000,000 shares, (ii) increase the number of shares that may be issued as incentive stock options from 833,334 shares to 2,000,000 shares, and (iii) increase the maximum number of shares of common stock (A) underlying stock options or stock appreciation rights that may be granted to any one individual during any calendar year period, and (B) granted to any one individual that is intended to qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986, as amended, for any performance cycle, in each case from 166,667 shares to 1,000,000 shares. The vote for such approval was 2,360,026 shares for, 370,957 shares against, 1,098 shares abstaining, and 1,092,949 shares of broker non-votes; and |
| · | Ratified, by a majority of the shares voting at the meeting, the appointment of EKS&H, LLLP as our independent registered public accounting firm for the fiscal year ending June 30, 2017. The vote for such approval was 3,757,747 shares for, 25,898 shares against, 41,385 shares abstaining, and no shares of broker non-votes. |
SIGNATURE
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.
| Date: November 16, 2016 | AYTU BIOSCIENCE, INC. | |
| /s/ Gregory A. Gould | ||
| Name: Gregory A. Gould | ||
| Title: Chief Financial Officer | ||