Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On May 31, 2022, the board of directors adopted and approved, subject to stockholder approval, an amendment, or the Amendment, to the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan as previously amended, or the 2017 Plan. Stockholders approved the Amendment at our Annual Meeting of Stockholders held on June 8, 2022, or the Annual Meeting, as described under Item 5.07 below. The Amendment increases the number of shares of common stock reserved under the 2017 Plan by 250,000 from 4,600,000 to 4,850,000. Additionally, the Amendment provides that all 4,850,000 shares authorized under the 2017 Plan may be granted as incentive stock options in accordance with Section 422 of the Internal Revenue Code of 1986. No other provisions of the 2017 Plan were amended by the Amendment.

A summary of the principal features of the 2017 Plan is included in the proxy statement for the Annual Meeting, which we filed with the Securities and Exchange Commission on April 27, 2022 and which we refer to below as the Proxy Statement. The foregoing description is qualified in its entirety by reference to the text of the 2017 Plan, as amended by the Amendment, which is filed as an exhibit to this Form 8-K and incorporated herein by reference.

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

We held the Annual Meeting on June 8, 2022. The board of directors solicited proxies for the Annual Meeting pursuant to the Proxy Statement. There was no solicitation in opposition to the board's solicitation. A total of 13,222,997 shares of common stock were present in person or by proxy at the Annual Meeting, representing 91.07% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote with respect to each matter submitted to a vote at the Annual Meeting, and the voting results reported below are final.

The matters considered and voted on by the stockholders at the Annual Meeting and the votes of the stockholders were as follows:





                                   PROPOSAL 1

Stockholders voted as follows with respect to election of each of the director nominees identified in the Proxy Statement:





Nominee                           For            Against        Abstain      Broker Non-Votes
Cheryl R. Blanchard, Ph.D.     11,364,225       1,113,796        8,275            736,701
Glenn R. Larsen, Ph.D.         11,977,055        315,809        193,432           736,701

As a result of this vote, Drs. Blanchard and Larsen were elected as Class II directors to serve until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified.





                                   PROPOSAL 2

Stockholders voted as follows with respect to approval of the Amendment with respect to the 2017 Plan:





     For            Against        Abstain      Broker Non-Votes
  10,078,047       2,252,365       155,884           736,701












                                   PROPOSAL 3



Stockholders voted as follows with respect to ratification of the appointment of
Deloitte & Touche LLP as our independent registered public accounting firm for
2022:



     For          Against      Abstain       Broker Non-Votes
  13,126,419       81,275       15,303              -




                                   PROPOSAL 4

Stockholders voted, on an advisory basis, as follows with respect to compensation paid to our Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement:





     For           Against      Abstain      Broker Non-Votes
  12,145,089       286,360       54,847           736,701

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit No.                                Description
                Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (as amended
  10.1†       effective June 8, 2022)
              Cover Page Interactive Data File (embedded within the Inline XBRL
104           document)

† Management contract or compensatory plan or arrangement.

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