UNITES
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): May 21, 2020
NEPHROS, INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-32288 | 13-3971809 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
380
Lackawanna Place, South Orange, New Jersey 07079
(Address of principal executive offices, including ZIP code)
(201)
343-5202
(Registrant’s telephone number, including area code)
n/a
(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)) |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.001 par value | NEPH | The Nasdaq Stock Market LLC |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 21, 2020, Nephros., Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved a 327,062 share increase in the number of shares authorized under the Company’s 2015 Equity Incentive Plan (the “2015 Plan”).
A description of the material terms of the 2015 Plan is set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 8, 2020.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting:
| 1. | Stockholders elected to the Company’s Board of Directors three nominees, Daron Evans, Thomas Gwydir, and Alisa Lask, to each serve a three-year term expiring in 2023; | |
| 2. | Stockholders ratified the appointment of Moody, Famiglietti & Andronico, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020; | |
| 3. | Stockholders approved a 327,062 share increase in the number of shares authorized under the 2015 Plan; | |
| 4. | Stockholders approved the compensation of the Company’s named executive officers on an advisory (non-binding) basis; and | |
| 5. | Stockholders recommended a one-year frequency for the vote on the compensation of the Company’s named executive officers on an advisory (non-binding) basis. |
The voting results for each such matter were as follows:
| 1. | Election of Directors: |
| Nominee: | For: | Withheld: | Broker Non-Votes: | |||
| Daron Evans | 4,723,877 | 27,809 | 2,819,438 | |||
| Thomas Gwydir | 4,703,671 | 48,015 | 2,819,438 | |||
| Alisa Lask | 4,703,672 | 48,014 | 2,819,438 |
| 2. | Ratification of the appointment of Moody, Famiglietti & Andronico, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020: |
| For: | Against: | Abstain: | Broker Non-Votes | |||
| 7,559,714 | 5,268 | 6,142 | 0 |
| 3. | Approval of 327,062 share increase in the number of shares authorized under the 2015 Plan: |
| For: | Against: | Abstain: | Broker Non-Votes | |||
| 4,668,014 | 78,030 | 5,642 | 2,819,438 |
| 4. | Approval of the compensation of the Company’s named executive officers on an advisory (non-binding) basis: |
| For: | Against: | Abstain: | Broker Non-Votes | |||
| 4,687,340 | 39,487 | 24,859 | 2,819,438 |
| 5. | Recommendation of a one-year frequency for the vote on the compensation of the Company’s named executive officers on an advisory (non-binding) basis. |
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 4,549,684 | 5,677 | 192,980 | 3,345 | 2,819,438 |
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.
| Nephros, Inc. | ||
| Dated: May 22, 2020 | By: | /s/ Andrew Astor |
| Andrew Astor | ||
| Chief Financial Officer | ||