Log in
E-mail
Password
Remember
Forgot password ?
Become a member for free
Sign up
Sign up
Settings
Settings
Dynamic quotes 
OFFON

MarketScreener Homepage  >  Equities  >  Nasdaq  >  AcelRx Pharmaceuticals Inc    ACRX

ACELRX PHARMACEUTICALS INC

(ACRX)
  Report  
SummaryQuotesChartsNewsRatingsCalendarCompanyFinancialsConsensusRevisions 
News SummaryMost relevantAll newsOfficial PublicationsSector newsAnalyst Recommendations

ACELRX PHARMACEUTICALS INC : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

share with twitter share with LinkedIn share with facebook
share via e-mail
0
06/25/2019 | 04:51pm EDT

ITEM 5.03. AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL

           YEAR.



As described under Item 5.07 of this Current Report on Form 8-K, on June 25, 2019, at the 2019 Annual Meeting of Stockholders (the "Annual Meeting") of AcelRx Pharmaceuticals, Inc. (the "Company"), the Company's stockholders, upon the recommendation of the Company's Board of Directors (the "Board"), approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") to increase the number of authorized shares of the Company's common stock from 100,000,000 shares to 200,000,000 shares (the "Amendment").

On June 25, 2019, following the Annual Meeting, the Company filed a certificate of amendment (the "Certificate") giving effect to the Amendment with the Secretary of State of the State of Delaware. The number of authorized shares of the Company's preferred stock was not affected by the Amendment and remained unchanged at 10,000,000 shares. The Certificate became effective upon filing with the Secretary of State of the State of Delaware. A copy of the Certificate is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The Annual Meeting of the Company was held on June 25, 2019. Proxies for the Annual Meeting were solicited by the Board pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition. There were 78,914,170 shares of common stock entitled to vote at the Annual Meeting. A total of 66,294,681 shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the Annual Meeting were as follows:



Proposal No. 1


Vincent J. Angotti, Stephen J. Hoffman, M.D., Ph.D. and Pamela P. Palmer, M.D. Ph.D. were elected as Class II directors, by a plurality of the votes entitled to vote on the election of directors, to hold office until the 2022 Annual Meeting of Stockholders by the following vote:




            Nominee                  For         Withheld      Broker Non-Votes
Vincent J. Angotti                23,044,014     1,664,585        41,586,082

Stephen J. Hoffman, M.D., Ph.D. 22,472,381 2,236,218 41,586,082 Pamela P. Palmer, M.D., Ph.D. 23,547,104 1,161,495 41,586,082

In addition to the directors elected above, Howard B. Rosen and Mark Wan will continue to serve as directors until the 2020 Annual Meeting of Stockholders, and Adrian Adams, Richard Afable, M.D. and Mark G. Edwards will continue to serve as directors until the 2021 Annual Meeting of Stockholders, and until their successors are elected and qualified, or until their earlier death, resignation or removal.



Proposal No. 2


The selection by the Audit Committee of the Board of OUM & Co. LLP as our independent registered public accounting firm for the year ending December 31, 2019 was ratified by the following vote:



   For          Against      Abstain
62,657,766     2,737,566     899,349




Proposal No. 3


The compensation paid to the Company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, compensation tables and narrative discussion was approved, on an advisory basis, by the following vote:



   For          Against      Abstain     Broker Non-Votes
15,554,807     8,675,171     478,621        41,586,082




                                       2.
--------------------------------------------------------------------------------



Proposal No. 4


The preferred frequency of the advisory vote on the compensation of the Company's named executed officers returned in favor of every year by the following vote:



For One Year     For Two Years     For Three Years     Abstain
 22,371,658        1,040,018           899,762         397,161



In light of this vote and the Board's prior recommendation, the Board has determined that the Company will hold an annual non-binding advisory vote on executive compensation. Accordingly, the Company will request an advisory vote on executive compensation every year in its future proxy materials until the next stockholder vote on the frequency of such votes.



Proposal No. 5


The amendment to the Amended and Restated Certificate of Incorporation (the "Charter") of the Company to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000 shares was approved, by the following vote:




   For          Against       Abstain
46,122,513     19,300,775     871,393


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits.




Exhibit
Number                                   Description

  3.1       Certificate of Amendment of Amended and Restated Certificate of
          Incorporation of AcelRx Pharmaceuticals, Inc.




                                       3.

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses

share with twitter share with LinkedIn share with facebook
share via e-mail
0
Latest news on ACELRX PHARMACEUTICALS INC
07/02ACELRX PHARMACEUTICALS : added to the Russell 2000 and 3000 indexes
AQ
07/01ACELRX PHARMACEUTICALS : added to the Russell 2000® and 3000® indexes
PR
06/25ACELRX PHARMACEUTICALS INC : Amendments to Articles of Inc. or Bylaws; Change in..
AQ
06/03ACELRX PHARMACEUTICALS INC : Entry into a Material Definitive Agreement, Termina..
AQ
06/03ACELRX PHARMACEUTICALS : announces the closing of a $25 million senior secured d..
PR
05/09ACELRX PHARMACEUTICALS : Management's Discussion and Analysis of Financial Condi..
AQ
05/08ACELRX PHARMACEUTICALS : 1Q Earnings Snapshot
AQ
05/08ACELRX PHARMACEUTICALS INC : Results of Operations and Financial Condition, Fina..
AQ
05/08ACELRX PHARMACEUTICALS : Reports First Quarter 2019 Financial Results
PR
04/25ACELRX PHARMACEUTICALS : to announce first quarter 2019 results and provide an u..
PR
More news