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):
June 10, 2020
LIPOCINE INC.
(Exact name of registrant as specified in its charter)
Commission File No. 001-36357
| Delaware | 99-0370688 |
| (State or other jurisdiction of incorporation) | (IRS Employer Identification Number) |
675 Arapeen Drive, Suite 202
Salt Lake City, Utah 84108
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (801) 994-7383
Former name or former address, if changed since last report: Not Applicable
______________________
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)) |
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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.0001 per share | LPCN | The NASDAQ Stock Market LLC |
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 10, 2020, the Company held its annual general meeting of shareholders, at which time the following items were voted upon:
| (1) | Election of Directors. The Company’s shareholders elected for a one-year term five persons nominated for election as directors. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors: |
| Nominee | For | Withheld |
Broker Non-Vote | |||
| Dr. Mahesh V. Patel | 9,505,740 | 1,348,800 | 23,487,415 | |||
| Dr. Stephen A Hill | 5,810,133 | 5,044,407 | 23,487,415 | |||
| Jeffrey A. Fink | 6,256,751 | 4,597,789 | 23,487,415 | |||
| John W. Higuchi | 9,413,827 | 1,440,713 | 23,487,415 | |||
| Dr. Richard Dana Ono | 9,439,765 | 1,414,775 | 23,487,415 |
There were no abstentions with respect to the election of directors.
| (2) | Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders voted upon and ratified the appointment of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2020. The following table sets forth the vote of the shareholders at the meeting with respect to the appointment of Tanner LLC: |
| For | Against | Abstain | ||
| 33,560,171 | 571,991 | 209,793 |
There were no broker non-votes in the ratification of appointment of Tanner LLC as the Company’s independent registered public accountants for the fiscal year ending December 31, 2020.
| (3) | Advisory Vote on Executive Compensation. The Company’s shareholders voted upon and adopted a non-binding resolution approving the compensation of the Company’s named executive officers. The following table sets forth the vote of the shareholders at the meeting with respect to the adoption of this resolution on named executive officer compensation: |
| For | Against | Abstain | Broker Non-Vote |
| 8,980,195 | 1,593,807 | 280,538 | 23,487,415 |
| (4) | To Provide for Director Election by the Affirmative Vote of the Majority of Votes Cast. The Company’s shareholders voted against a stockholders proposal to have the Board initiate the appropriate process to amend the Company’s articles of incorporation and/or by laws to provide that directors shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareowners in uncontested elections. The following table sets forth the vote of the shareholders at the meeting with respect to the stockholder proposal: |
| For | Against | Abstain | Broker Non-Vote |
| 6,075,811 | 4,038,926 | 739,803 | 23,487,415 |
| (5) | Amendment and Restatement of the Third Amended and Restated 2014 Stock and Incentive Plan. The Company’s shareholders voted upon and approved the amendment and restatement of the Third Amended and Restated 2014 Stock and Incentive Plan. The following table sets forth the vote of the shareholders at the meeting with respect to the amendment and restatement of the Third Amended and Restated 2014 Stock and Incentive Plan: |
| For | Against | Abstain | Broker Non-Vote |
| 6,842,964 | 3,780,638 | 230,938 | 23,487,415 |
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.
| LIPOCINE INC. | ||||
| Date: | June 10, 2020 | By: | /s/ Mahesh V. Patel | |
| Mahesh V. Patel | ||||
| President and Chief Executive Officer | ||||