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EX-3.1 - EX-3.1 - EyePoint Pharmaceuticals, Inc.eypt-ex31_9.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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 23, 2020

 

EyePoint Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

Delaware

 

000-51122

 

26-2774444

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

480 Pleasant Street

Watertown, MA 02472

(Address of Principal Executive Offices, and Zip Code)

(617) 926-5000

Registrant’s Telephone Number, Including Area Code

(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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 $0.001

 

EYPT

 

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 (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.  

 



 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

EyePoint Pharmaceuticals, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on June 23, 2020 via live webcast (the “Annual Meeting”). On April 24, 2020, the record date for the Annual Meeting, there were 124,741,832 shares of common stock of the Company (the “Common Stock”) issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 97,706,349 or 78.33%, were present in person or voted by proxy, which constituted a quorum. The holders of shares of its Common Stock are entitled to one vote for each share held and cumulative voting for directors is not permitted. The final results of the voting for each matter submitted to a vote of stockholders at the meeting are as follows:

Proposal No. 1.    Election of Directors

The Company’s stockholders elected the following directors to the Board, each to serve until the Company’s 2021 Annual Meeting or until such person’s successor is duly elected and qualified. The voting on this proposal is set forth below:

 

 

 

 

 

 

 

 

  

Vote Type

 

Vote Results

 

Göran Ando, M.D.

  

For

 

 72,626,677

 

 

  

Withheld

 

 2,096,998

 

 

  

Non Votes

 

 22,982,674

 

Nancy Lurker

  

For

 

 72,797,793

 

 

  

Withheld

 

 1,925,882

 

 

  

Non Votes

 

 22,982,674

 

Douglas Godshall

  

For

 

 72,843,042

 

 

  

Withheld

 

 1,880,633

 

 

  

Non Votes

 

 22,982,674

 

Jay Duker, M.D.

  

For

 

 72,716,324

 

 

  

Withheld

 

 2,007,351

 

 

  

Non Votes

 

 22,982,674

 

Kristine Peterson

  

For

 

 64,647,704

 

 

  

Withheld

 

 10,075,971

 

 

  

Non Votes

 

 22,982,674

 

Ronald W. Eastman

  

For

 

 72,625,644

 

 

  

Withheld

 

 2,098,031

 

 

  

Non Votes

 

 22,982,674

 

John B. Landis, Ph.D.

  

For

 

 72,850,677

 

 

  

Withheld

 

 1,872,998

 

 

  

Non Votes

 

 22,982,674

 

David Guyer, M.D.

  

For

 

 67,752,649

 

 

  

Withheld

 

 6,971,026

 

 

  

Non Votes

 

 22,982,674

 

Wendy F. DiCicco

  

For

 

 72,903,712

 

 

  

Withheld

 

 1,819,963

 

 

  

Non Votes

 

 22,982,674

 

Proposal No. 2.    Approval of Amendment to the Certification of Incorporation

The Company’s stockholders approved the adoption of an amendment to the Company’s Certificate of Incorporation to increase the number of shares of Common Stock that are authorized for issuance from 150,000,000 shares to 300,000,000 shares. The voting on this proposal is set forth below:

 

 

 

 

 

 

Vote type

  

Vote Results

 

For

  

 88,133,505

 

 

Against

  

 8,590,975

 

 

Abstain

  

 981,869

 

 

Non Votes

  

 0

 

 

 

 


Proposal No. 3.    Non-Binding Advisory Vote on Named Executive Officer Compensation

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting on this proposal is set forth below:

 

 

 

 

 

 

Vote type

  

Vote Results

 

For

  

 63,788,233

 

 

Against

  

 10,393,776

 

 

Abstain

  

 541,666

 

 

Non Votes

  

 22,982,674

 

 

Proposal No. 4.    Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The voting on this proposal is set forth below:

 

 

 

 

 

 

Vote type

  

Vote Results

 

For

  

 96,186,362

 

 

Against

  

 934,990

 

 

Abstain

  

 584,997

 

 

Non Votes

  

 0

 

 

 

Item 9.01    Financial

Statements and Exhibits

(d) Exhibits.

 

 

 

 

Exhibit No.

  

Description

 

 

3.1

  

Certificate of Amendment of the Certificate of Incorporation of Eyepoint Pharmaceuticals, Inc.

 

 



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.

 

 

 

EyePoint Pharmaceuticals, Inc.

 

 

Date: June 23, 2020

 

By:

 

/s/ Nancy Lurker

 

 

Name:

 

Nancy Lurker

 

 

Title

 

President and Chief Executive Officer