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(Address
of principal executive offices) (Zip Code)
(i919) i275-1933
(Registrant’s telephone number, include area code)
N/A
(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:
i☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐
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(s)
Name of each exchange on which registered
iCommon
Stock $0.0001 Par Value
iNMTR
iThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant
is an emerging growth company as defined in 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 companyi☐
If an emerging growth company, indicate by check
mark 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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) On June 22, 2022, 9 Meters Biopharma, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders of the Company approved the 9 Meters Biopharma, Inc. 2022 Stock Incentive Plan (the “Plan”), pursuant to which 12,000,000 shares of the Company’s common stock, plus the number of shares of common stock underlying any award granted under the 9 Meters Biopharma, Inc. 2012 Omnibus Incentive Plan, as amended,
that expires, terminates, or is canceled or forfeited without such shares of common stock having been issued, are available for issuance as equity incentives to its employees, consultants and directors.
You can find a summary of the principal features of the Plan in the definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on May 13, 2022 (the “Proxy Statement”), under the heading “Proposal 3 – Approval of the 9 Meters Biopharma, Inc. 2022 Stock Incentive Plan”. The summary of the Plan contained in the Proxy Statement is qualified in its entirety by the full text of the Plan, filed as Exhibit 10.1 to this Current Report on Form 8K.
The
Company’s Board of Directors approved the Plan on May 4, 2022, subject to stockholder approval, and also approved on that date the form of Notice of Stock Option Grant and Award Agreement, filed as Exhibit 10.2 to this Current Report on Form 8K.
Item
5.07.
Submission of Matters to a Vote of Security Holders.
The following proposals were voted upon at the Annual Meeting and the final voting results with respect to each such proposal are set forth below:
1. To elect two Class I directors to serve a three-year term expiring at the 2025 annual meeting of stockholders and until each such directors' successor is elected and qualified, or until his earlier death, resignation, or removal, based on the following votes:
Director:
Votes
For
Votes Withheld
Broker Non-Votes
Michael Constantino
92,841,992
24,963,335
61,535,029
Lorin K. Johnson, Ph.D.
89,853,336
27,951,991
61,535,029
2. To approve an amendment to the amended and restated certificate of incorporation, as amended, to effect a reverse stock split of the Company's common stock, the decision whether to implement such split, being subject to the discretion of the Board of Directors:
Votes
For
Votes Against
Votes Abstained
Broker Non-Votes
146,546,598
32,189,633
604,125
--
3. To approve the 9 Meters Biopharma, Inc. 2022 Stock Incentive Plan:
Votes
For
Votes Against
Votes Abstained
Broker Non-Votes
98,375,854
16,829,041
2,600,432
61,535,029
4. To approve
holding an advisory (nonbinding) vote on named executive officer compensation:
Votes For
Votes Against
Votes Abstained
Broker Non-Votes
100,494,720
13,586,205
3,724,402
61,535,029
5.
To approve holding an advisory (nonbinding) vote on the frequency of future stockholder advisory votes on named executive officer compensation (“Say-on-Frequency”):
One Year
Two Years
Three
Years
Votes Abstained
Broker Non-Votes
108,978,196
1,928,572
3,139,644
3,758,915
61,535,029
Based on these voting results, and the recommendation of the Company’s Board of Directors that was included in the Proxy Statement, the
Company has determined that it will hold future advisory votes on named executive officer compensation on an annual basis until the next Say-on-Frequency advisory vote.
6. To ratify the selection of Mayer Hoffman McCann, P.C. as the Company's independent registered public accounting firm for the year ending December 31, 2022:
Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURES
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.
