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Form 8-K ALIMERA SCIENCES INC For: Jun 23

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June 27, 2016 5:03 PM EDT


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 23, 2016
ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
001-34703
 
20-0028718
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
6120 Windward Parkway
Suite 290
Alpharetta, Georgia
 
30005
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s telephone number, including area code: (678) 990-5740
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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





Item 5.07. Submission of Matters to a Vote of Security Holders.

At the 2016 annual meeting of stockholders of Alimera Sciences, Inc. (the “Company”) held on June 23, 2016 (the “Annual Meeting”), the following proposals were submitted to the stockholders of the Company:

Proposal 1:
The election of three directors to serve as Class III directors for a term of three years until the 2019 annual meeting of stockholders.
 
 
Proposal 2:
The ratification of the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016.
 
 
Proposal 3:
The approval on an advisory, non-binding basis of the compensation of the Company’s named executive officers.

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 27, 2016 (the “Proxy Statement”). Of the 53,141,425 shares of the Company’s common stock, including 8,135,593 shares of common stock underlying the Company’s outstanding Series A Preferred Stock (based on a deemed conversion price of $2.95 per share), entitled to vote at the Annual Meeting, 41,807,837 shares, or approximately 78.67%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such matter is set forth below:

Proposal 1:
Election of Directors.

The Company’s stockholders elected the following three directors to serve as Class III directors until the 2019 annual meeting of stockholders. The votes regarding the election of directors were as follows:

Director
Votes For
Votes Withheld
Broker Non-Votes
Mark J. Brooks
26,982,493
432,227
14,393,117
Brian K. Halak, Ph.D.
26,843,686
571,034
14,393,117
Peter J. Pizzo, III
26,783,659
631,061
14,393,117

Proposal 2:
Ratification of Selection of Grant Thornton LLP.

The Company’s stockholders ratified the selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The votes regarding this proposal were as follows:

Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
40,845,970
950,853
11,014
0


Proposal 3:
Compensation of Officers.

The Company’s stockholders approved on an advisory, non-binding basis the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The votes regarding this proposal were as follows:

Votes For
Votes Against
Votes Abstaining
Broker Non-Votes
21,582,625
5,803,602
28,493
14,393,117







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.
 
ALIMERA SCIENCES, INC.
 
 
 
By:
/s/ RICHARD S. EISWIRTH, JR.
Dated: June 27, 2016

Name:
Richard S. Eiswirth, Jr.
 
Title:
President and
Chief Financial Officer





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