Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 18, 2020, at the annual meeting of stockholders (the "Annual Meeting") of Cerecor Inc. (the "Company"), the stockholders approved the Cerecor Inc. Third Amended and Restated 2016 Equity Incentive Plan (the "Plan"), which increases the total number of shares of common stock reserved for issuance under the Plan to 11,815,408 shares. The Company's Board of Directors (the "Board") approved the Plan on April 24, 2020, subject to stockholder approval.

You can find a summary of the principal features of the Plan in the definitive proxy statement for the Company's 2020 Annual Meeting, filed with the SEC on April 28, 2020 (the "2020 Proxy"), under the heading "Proposal Two - Approval of the Equity Incentive Plan Proposal". The above summary of the Plan is qualified in its entirety by the full text of the Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K.

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

The Company held its 2020 Annual Meeting on June 18, 2020. At the Annual Meeting, stockholders voted on the following items:



1.     Proposal 1: To elect seven nominees to the Board to hold office until the
       2021 Annual Meeting and until their respective successors are elected and
       qualified. The following nominees were elected to the Company's Board,
       with the voting results for each nominee as shown:


Name                             For       Withheld    Broker Non-Votes
Sol Barer, Ph.D.              36,911,200   2,214,487          -
Steven Boyd                   38,577,223    548,464           -
Suzanne Bruhn, Ph.D.          39,041,877    83,810            -
Michael Cola                  36,867,450   2,258,237          -
Phil Gutry                    37,986,894   1,138,793          -
Joseph Miller                 36,693,573   2,432,114          -
Magnus Persson, M.D., Ph.D.   35,233,590   3,892,097          -



2.     Proposal 2: To approve the Cerecor Inc. Third Amended and Restated 2016
       Equity Incentive Plan. This proposal was approved by the votes indicated
       below:


   For        Against    Abstain   Broker Non-Votes
35,203,594   3,457,147   464,946          -

Item 9.01. Financial Statements and Exhibits.



(d)  Exhibits
Exhibit No.                                  Description

   10.1          Cerecor Inc. Third Amended and Restated 2016 Equity Incentive Plan.






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