Item 5.07. Submission of Matters to a Vote of Security Holders.
On July 22, 2021, Aerpio Pharmaceuticals, Inc. (the "Company") held its 2021
Annual Meeting of Stockholders (the "Annual Meeting") in a virtual-only format
via live webcast. Proxies were solicited pursuant to the Company's Definitive
Proxy Statement filed on June 9, 2021 with the Securities and Exchange
Commission under Section 14(a) of the Securities Exchange Act of 1934, as
amended (the "Proxy Statement"). As of June 7, 2021, the record date for the
Annual Meeting, the number of shares of the Company's common stock, $0.0001 par
value per share ("Common Stock"), outstanding and entitled to vote at the Annual
Meeting was 47,371,482. The number of shares of Common Stock present or
represented by valid proxy at the Annual Meeting was 33,963,382 thus
establishing a quorum for the Annual Meeting. Each share of Common Stock was
entitled to one vote with respect to matters submitted to the Company's
stockholders at the Annual Meeting.
At the Annual Meeting, the Company's stockholders voted on the following
matters, which are described in detail in the Company's Proxy Statement: (i) to
elect two Class I director nominees, Caley Castelein, M.D. and Cheryl Cohen, to
serve on the Company's board of directors (the "Board"), to hold office until
the Company's 2024 annual meeting of stockholders and until their successors
been duly elected and qualified, subject to their earlier resignation or removal
("Proposal 1") and (ii) to ratify the appointment of Ernst & Young LLP as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2021 ("Proposal 2"). The voting results reported below are
final.
Proposal 1
Caley Castelein, M.D. and Cheryl Cohen were duly elected to the Company Board as
Class I directors. The results of the election were as follows:
Class I Director Nominee For Withhold Broker Non-Votes
Caley Castelein, M.D. 20,859,073 3,908,603 9,195,706
Cheryl Cohen 20,886,608 3,881,068 9,195,706
Proposal 2
The appointment of Ernst & Young LLP as the Company's independent registered
public accounting firm for the fiscal year ending December 31, 2021 was
ratified. The results of the ratification were as follows:
For Against Abstain Broker Non-Votes
33,161,694 770,446 31,242 0
No other matters were submitted to or voted on by the Company's stockholders at
the Annual Meeting.
Item 7.01. Regulation FD Disclosure.
On July 26, 2021, the Company's merger partner, Aadi Bioscience, Inc., a
Delaware corporation ("Aadi"), issued a press release titled "Aadi Bioscience
Announces FDA Acceptance and Priority Review for the New Drug Application of
FYARRO™ for the Treatment of Advanced Malignant PEComa." A copy of the press
release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including the
information in the press release attached as Exhibit 99.1 to this Current Report
on Form 8-K,is furnished pursuant to Item 7.01 of Form 8-K and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section. Furthermore, the information in Item 7.01 of this Current
Report on Form 8-K, including the information in the press release attached as
Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed to be
incorporated by reference in the filings of the Company under the Securities Act
of 1933, as amended, or the Exchange Act, except as expressly set forth by
specific reference in such filing.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit
No. Description
99.1 Press release issued by Aadi Bioscience, Inc., on July 26, 2021
furnished herewith.
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