On: Monday, 6/29/20, at 6:02pm ET · For: 6/25/20 ·Accession #: 1654954-20-7099 ·File #:1-15543 ·Correction: This Filing’s Metadata was Corrected® by the SEC on 7/8/20.
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Registrant's
telephone number, including area code: (609) 495-2200
Not Applicable
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
[ ]
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
Trading
Symbol
Name of
Each Exchange
on
Which Registered
Common Stock, par value $.01 per share
PTN
NYSE American
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter). Emerging growth
company ☐
If an
emerging growth company, indicate by checkmark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers.
Approval of Amendment to 2011 Stock Incentive Plan, as Amended and
Restated. At the meeting of stockholders of Palatin
Technologies, Inc. (the “Company”) held on June 25,2020, the stockholders approved an amendment to the Company’s
2011 Stock Incentive Plan, as amended and restated (the “2011
Plan”). The amendment increases the number of shares
available for equity awards under the 2011 Plan by 10,000,000
shares, from 32,500,000 to 42,500,000. In addition to the
42,500,000 Shares that may be issued or transferred with respect to
awards under the 2011 Plan, shares covering awards, including
awards under the Company’s 2005 Stock Plan, as amended, that
were outstanding on May 11, 2011 (the date of the initial
stockholder approval of the 2011 Plan), that terminate or are
forfeited, or shares that are returned to the Company pursuant to a
compensation recovery policy, will again be available for issuance
under the 2011 Plan.
The
2011 Plan authorizes the grant of equity-based and cash-based
compensation to the Company’s employees, consultants and
non-employee directors in the form of stock options, stock
appreciation rights, restricted shares, restricted share units,
other share-based awards and cash-based awards.
The
foregoing description of the 2011 Plan, as amended and restated, is
not complete and is qualified in its entirety by referral to the
full text of the 2011 Plan, a copy of which is filed with this
Current Report as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security
Holders.
The
Company’s annual meeting of stockholders was held on June 25,2020 to consider and vote on the following: (1) election of
directors (“Proposal 1”), (2) ratification of the
appointment of the Company’s independent registered public
accounting firm for the fiscal year ending June 30, 2020
(“Proposal 2”), (3) approval of an amendment to
our 2011 Stock Incentive Plan, as amended and restated, to increase
the number of shares available for equity awards by 10,000,000
shares (“Proposal 3”), (4) approval of an amendment to
our Certificate of Incorporation to effect an increase in
authorized common stock from 300,000,000 shares to 500,000,000
shares (“Proposal 4”), and (5) advise the Company
whether stockholders approve the compensation of the
Company’s named executive officers (“Proposal
5”).
Common
stock and Series A convertible preferred stock voted as a single
class on all matters. There were present in person or by proxy
158,223,102 votes, representing a majority of the total outstanding
eligible votes as of the record date for the meeting.
Proposal 1. Election of Directors. The stockholders
elected the following eight directors to serve until the next
annual meeting, or until their successors are elected and
qualified, by the votes set forth below:
Nominee
FOR
WITHHELD
01)
Carl Spana, Ph.D.
80,131,548
22,444,179
02)
John K.A. Prendergast
66,071,079
36,504,648
03)
Robert K. deVeer, Jr.
82,392,173
20,183,554
04) J.
Stanley Hull
85,118,042
17,457,685
05)
Alan W. Dunton, M.D.
85,847,515
16,728,212
06)
Angela Rossetti
85,806,895
16,768,832
07)
Arlene M. Morris
71,188,533
31,387,194
08)
Anthony M. Manning, Ph.D.
85,806,693
16,769,034
Broker
Non-Votes: 55,647,375 for each director
Proposal 2. Ratification of Appointment of Independent
Registered Public Accounting Firm. The stockholders ratified
the appointment of KPMG LLP as the Company’s independent
registered public accounting firm for the fiscal year ending June30, 2020, by the votes set forth below:
For
Against
Abstain
138,337,359
16,936,680
2,949,063
Proposal 3. Amendment to 2011 Stock Incentive Plan.
The stockholders approved an amendment to the Company’s 2011
Stock Incentive Plan, as amended and restated, to increase the
number of shares available for equity awards by 10,000,000 shares,
from 32,500,000 shares to 42,500,000 shares, by the votes set forth
below:
For
Against
Abstain
66,258,606
35,980,561
336,560
Broker
Non-Votes: 55,647,375
Proposal 4. Amendment to Certificate of Incorporation to
Increase Authorized Common from 300,000,000 Shares to 500,000,000
Shares. As disclosed below under Item 8.01, incorporated
herein by reference, upon motion the Annual Meeting was adjourned
on Proposal 4.
Proposal 5. Say-on-Pay. The stockholders voted to
advise the Company that they do approve the compensation of the
Company’s named executive officers by the votes set forth
below:
For
Against
Abstain
70,267,317
29,927,953
2,380,457
Broker
Non-Votes: 55,647,375
Item 8.01 Other Events.
At the
time of the Annual Meeting, there were insufficient votes to pass
Proposal 4, which sought an amendment to the Company’s
Certificate of Incorporation to effect an increase in authorized
common stock from 300,000,000 shares to 500,000,000 shares. Upon
motion, the Annual Meeting was adjourned on Proposal 4, and as
announced at the Annual Meeting, such meeting will reconvene at
9:00 a.m. Eastern Daylight Time on July 23, 2020 virtually at
http://www.virtualshareholdermeeting.com/PTN2020. During the period
of adjournment, the Company will continue to accept stockholder
votes on Proposal 4.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
