Form 8-K WINDTREE THERAPEUTICS For: Jun 15

June 16, 2021 5:25 PM EDT

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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 15, 2021

 

Windtree Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-26422

 

94-3171943

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

2600 Kelly Road, Suite 100, Warrington, Pennsylvania

 

18976

(Address of principal executive offices)

 

(Zip Code)

 

Registrants telephone number, including area code: (215) 488-9300

 

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))

 

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 per share

 

WINT

 

The Nasdaq Capital Market

 

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 5.07

Submission of Matters to a Vote of Security Holders.

 

On June 15, 2021, Windtree Therapeutics, Inc. (the “Company”) held its Annual Meeting virtually. As of April 30, 2021, the record date for the Annual Meeting, there were 26,257,065 outstanding shares of the Company’s common stock. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Company’s definitive proxy statement for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on April 30, 2021.

 

(a)          Proposal 1 Election of the Six Director Nominees to Serve until the Companys 2022 Annual Meeting.

 

The votes with respect to the election of six directors to hold office until the 2022 annual meeting were as follows:

 

Director

Votes For

Votes Withheld

Broker Non-Votes

Craig Fraser

14,106,717

111,161

5,199,740

James Huang

14,133,419

84,459

5,199,740

Daniel Geffken

14,107,482

110,396

5,199,740

Evan Loh, M.D.

14,107,337

110,541

5,199,740

Robert Scott, M.D.

14,115,083

102,795

5,199,740

Leslie J. Williams

14,116,233

101,645

5,199,740

       

 

(b)          Proposal 2 Approval, on an Advisory Basis, of the Compensation of the Companys Named Executive Officers.

 

The votes with respect to the approval, on an advisory basis, of the compensation of the Company’s named executive officers were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

13,755,120

 

178,351

 

284,407

 

5,199,740

 

(c)          Proposal 3 Indication, on an Advisory Basis, of the Preferred Frequency with which Future Advisory Votes on the Compensation of the Companys Named Executive Officers Should Be Held.

 

The votes with respect to the indication, on an advisory basis, of the preferred frequency with which future advisory votes on the compensation of the Company’s named executive officers should be held were as follows:

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker Non-Votes

14,055,155

 

23,542

 

67,596

 

71,585

 

5,199,740

 

In accordance with the recommendation of the Board of Directors, the Company’s stockholders approved, on an advisory basis, one year as the frequency for holding future stockholder advisory votes to approve the compensation of the Company’s named executive officers. In light of such approval, the Company intends to hold a stockholder advisory vote on the compensation of the Company’s named executive officers on an annual basis until the next required vote on the frequency of holding a stockholder advisory vote to approve named executive officer compensation.

 

(d)          Proposal 4 Ratification of Appointment of Ernst & Young LLP as the Companys Independent Registered Public Accounting Firm for 2021.

 

The votes with respect to the ratification of appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2021 were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

19,372,696

 

43,753

 

1,169

 

 

 

 

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.

 

 

WINDTREE THERAPEUTICS, INC.

 

 

 

 

 

 

 

 

 

Date: June 16, 2021

By:

/s/ Craig E. Fraser

 

 

 

Craig E. Fraser

 

 

 

President and Chief Executive Officer

 

 

 

 

 


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