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EX-3.1 - CERTIFICATE OF AMENDMENT TO THE RESTATED AND AMENDED ARTICLES OF INCORPORATION - VistaGen Therapeutics, Inc.ex3-1.htm
 

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): September 15, 2017
 
VistaGen Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
 
NEVADA
001-37761
20-5093315
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
343 Allerton Ave.
South San Francisco, California 94090
(Address of principal executive offices)
 
(650) 577-3600
(Registrant’s telephone number, including area code)
 
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:
 
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
See Item 5.07 below.
 
Item 5.07  Submission of Matters to a Vote of Security Holders.
 
On September 15, 2017, VistaGen Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The matters voted upon at the Annual Meeting and the results of the voting are set forth below.
 
Proposal No. 1- Election of Directors
 
 
For
 
 
Withheld
 
 
 
Votes
 
 
% Voted
 
 
Votes
 
 
% Voted
 
Jon S. Saxe
  3,922,660 
  95.75%
  174,159 
  4.25%
Shawn K. Singh
  4,077,051 
  99.52%
  19,768 
  0.48%
H. Ralph Snodgrass
  3,981,028 
  97.17%
  115,791 
  2.83%
Brian J. Underdown
  4,050,168 
  98.86%
  46,651 
  1.14%
Jerry B. Gin
  4,050,168 
  98.86%
  46,651 
  1.14%
 
The Company’s Directors are elected by a plurality of the votes cast. Accordingly, each of the nominees named above were elected to serve on the Board of Directors until the 2018 annual meeting of stockholders, or until their successors are elected and qualified.
 
Proposal No. 2- Approval of an Amendment to the Company’s Restated and Amended Articles of Incorporation
 
 
 
For
 
 
Against
 
 
Abstain
 
Votes
  5,864,179 
  243,307 
  510,447 
% of Total Outstanding Shares Voted
  62.71%
  2.60%
  5.46%
 
The vote required to approve this proposal was the affirmative vote of a majority of the outstanding shares of the Company’s common stock entitled to vote as of July 17, 2017, the record date for the Annual Meeting. Accordingly, the amendment to increase the number of authorized shares of common stock under the Company’s Restated and Amended Articles of Incorporation from 30.0 million to 100.0 million (the “Charter Amendment”) was approved.
 
Following the approval of the Charter Amendment at the Annual Meeting, the Charter Amendment was filed with the Nevada Secretary of State on September 15, 2017. A copy of the Charter Amendment is attached to this Current Report on Form 8-K as Exhibit 3.1.
 
Proposal No. 3- Approval of an Amendment to the Company’s Amended and Restated 2016 Stock Incentive Plan
 
 
 
For
 
 
Against
 
 
Abstain
 
 
Broker Non-Votes
 
Votes
  3,522,373 
  500,417 
  74,029 
  2,521,114 
% Voted
  85.98%
  12.21%
  1.81%
    
 
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, the amendment to increase the number of authorized shares issuable under the Company’s Amended and Restated 2016 Stock Incentive Plan from 3.0 million to 10.0 million was approved.
 
Proposal No. 4- Ratification of Appointment of Auditors
 
 
 
For
 
 
Against
 
 
Abstain
 
Votes
  6,192,477 
  255,945 
  169,511 
% Voted
  93.57%
  3.87%
  2.56%
 
The vote required to approve this proposal was the affirmative vote of a majority of the votes cast on the proposal. Accordingly, stockholders ratified the appointment of OUM & Co, LLP as the Company’s registered independent public accounting firm for the fiscal year ending March 31, 2018.
 
For more information about the foregoing proposals, please review the Company’s definitive proxy statement, filed with the Securities and Exchange Commission on August 4, 2017.
 
Item 9.01 Exhibits.
 
See Exhibit Index.
 

 
 
 
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 thereunto duly authorized.
 
 
VistaGen Therapeutics, Inc.
 
 
 
 Date: September 20, 2017
By:
/s/ Shawn K. Singh
 
 
Shawn K. Singh
Chief Executive Officer
 
 
 
EXHIBIT INDEX
 
 
Exhibit Number
 
Description
 
 
 
 
Certificate of Amendment to the Restated and Amended Articles of Incorporation of VistaGen Therapeutics, Inc., dated September 15, 2017.