AVENUE THERAPEUTICS, INC. Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
As described under Item 5.07 of this Current Report on Form 8-K (the "Current
Report"), on
The Company's Board of Directors approved the Plan Amendment on
A copy of the Plan Amendment is filed as Exhibit 10.1 to this Current Report and
is incorporated by reference in this Item 5.02. The material terms of the Plan
as so amended are described in the Company's definitive proxy statement on
Schedule 14A for the 2022 Annual Meeting filed with the
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As described under Item 5.07 of this report, on
On
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
As disclosed in a Current Report on Form 8-K filed with the
At the 2022 Annual Meeting, the following three proposals were approved: (i) the
election of five directors to hold office until the 2023 annual meeting of
stockholders; (ii) an amendment to Avenue's Third Amended and Restated
Certificate of Incorporation, as amended (the "Charter") to increase the number
of authorized shares by 55,000,000 shares of Common Stock from 20,000,000 shares
to 75,000,000 shares; and (iii) an amendment to the Plan to increase the number
of shares of Common Stock available for issuance under the Incentive Plan by
5,000,000 shares from 266,666 shares to 5,266,666. The three proposals are
described in detail in Avenue's definitive proxy statement on Schedule 14A for
the 2022 Annual Meeting filed with the
As of the
Proposal 1
The votes with respect to the election of five directors to hold office until the 2023 annual meeting of stockholders were as follows:
Votes Broker
Director Votes For Withheld Non-Votes
Lindsay A. Rosenwald, M.D. 6,428,601 155,160 956,265
Faith Charles 6,466,198 117,563 956,265
Neil Herskowitz 6,468,194 115,567 956,265
Jay Kranzler, M.D., Ph.D. 6,431,282 152,479 956,265
Curtis Oltmans 6,447,327 136,434 956,265
Proposal 2
The proposal regarding the ratification of
Proposal 3
The vote with respect to the approval of an amendment to Avenue's Third Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of Common Stock by 55,000,000 shares from 20,000,000 shares to 75,000,000 was as follows:
Total Votes For Total Votes Against Abstentions 7,033,270 481,173 25,583 Proposal 4
The vote with respect to the approval of an amendment to the Plan to increase the number of shares of Common Stock authorized for issuance thereunder by 5,000,000 shares from 266,666 shares to 5,266,666 shares available for issuance under the Plan was as follows:
Total Votes For Total Votes Against Abstentions Broker Non-Votes 6,128,908 415,582 39,271 956,265
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are furnished herewith:
Exhibit
Number Description
Certificate of Amendment to the Third Amended and Restated
3.1 Certificate of Incorporation of Avenue Therapeutics, Inc.
10.1 Amendment to the Avenue Therapeutics, Inc. 2015 Incentive Plan.
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