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): August 23, 2018
Tyme Technologies, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-38169 | 45-3864597 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
17 State Street 7th Floor
New York, New York 10004
(Address of principal executive offices, including zip code)
(212) 461-2315
(Registrants 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 (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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§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. ☐
Introductory Comment Use of Terminology
Throughout this Current Report on Form 8-K, the terms the Company, we and our refer to Tyme Technologies, Inc., a Delaware corporation, together with its subsidiaries (Tyme).
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 26, 2018, Tymes Board of Directors (the Board) approved the appointment of Barbara Galaini, Tymes Corporate Controller, as the Companys Principal Accounting Officer for purposes of applicable forms and regulations of the U.S. Securities and Exchange Commission. With this appointment, Ms. Galaini succeeds Ben R. Taylor, the Companys President and Chief Financial Officer, as the Companys Principal Accounting Officer. Mr. Taylor will continue to serve as the Companys principal financial officer.
Ms. Galaini, age 60, has served as Tymes Corporate Controller since April 2018. Before joining the Company, Ms. Galaini was the Chief Accounting Officer of the Americas for Avolon Holdings, a Dublin-based aircraft leasing company from April 4, 2017 to April 4, 2018. Prior to that she was employed at CIT Bank for more than 25 years in various financial roles, most recently as Senior Vice President and Controller of the Transportation Finance unit since 2009.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On August 23, 2018, Tyme held its 2018 Annual General Meeting of Stockholders (the Annual Meeting), at which the Companys stockholders voted on the following matters:
1. | Election of three Class I directors of the Company: |
Nominee | For | Withheld | Broker Non-Votes |
|||||||||
Steve Hoffman |
58,542,131 | 4,720,553 | 10,274,642 | |||||||||
Michael Demurjian |
58,544,835 | 4,717,849 | 10,274,642 | |||||||||
Donald W. DeGolyer |
60,147,992 | 3,114,692 | 10,274,642 |
2. | Ratification of the appointment of Grant Thornton LLP as the Companys independent auditor for the year ending March 31, 2019: |
For | Against | Abstain | ||
73,529,578 |
1,078 | 6,670 |
3. | Approval of the Amended and Restated 2016 Stock Option Plan for Non-Employee Directors: |
For | Against | Abstain | Broker Non-Votes | |||
59,504,254 |
3,716,220 | 42,210 | 10,274,642 |
4. | Advisory, non-binding vote to approve executive compensation: |
For | Against | Abstain | Broker Non-Votes | |||
59,530,789 |
3,683,121 | 48,765 | 10,274,642 |
5. | Advisory, non-binding vote on frequency of future advisory votes to approve executive compensation: |
Every Year |
Every 2 Years |
Every 3 Years |
Abstain | Broker Non-Votes | ||||
6,203,768 |
56,911,989 | 30,177 | 116,750 | 10,274,642 |
A substantial majority of those voting favored an advisory vote on the Companys executive compensation every two years. Based on the Boards recommendation in the Proxy Statement and the voting results, the Board approved to hold an advisory vote on executive compensation every two years.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Tyme Technologies, Inc. | ||||||
Dated: August 27, 2018 | By: | /s/ Ben R. Taylor | ||||
Ben R. Taylor, President and Chief Financial Officer |