UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): December 4, 2019
GALECTIN THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)
| Nevada | 001-31791 | 04-3562325 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
4960 PEACHTREE INDUSTRIAL BOULEVARD, STE 240
NORCROSS, GA 30071
(Address of principal executive office) (zip code)
Registrant’s telephone number, including area code: (678) 620-3186
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 (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)) |
| ☐ | 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 $0.001 par value per share | GALT | The Nasdaq Capital Market |
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 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 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2019 Annual Meeting of Stockholders held on December 4, 2019, the stockholders of the Company elected each of the Company’s directors that had been nominated to serve until the next annual meeting or until their successors are elected and have been qualified. The stockholders also (i) approved a non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers, as disclosed in the 2019 Proxy Statement, (ii) recommended, by non-binding vote, the Company conduct a stockholder advisory vote on executive compensation triennially, (iii) ratified the selection of Cherry Bekaert LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2019, and (iv) approved the 2019 Omnibus Equity Incentive Plan and reserved 4,000,000 shares for issuance under the plan.
The final results of the voting on each matter of business at the 2019 Annual Meeting are as follows:
Election of Directors
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Gilbert F. Amelio, Ph.D. |
20,104,196 | 3,805,290 | 21,595,011 | |||||||||
| James C. Czirr |
23,073,660 | 835,826 | 21,595,011 | |||||||||
| Kary Eldred |
23,332,084 | 577,402 | 21,595,011 | |||||||||
| Kevin D. Freeman |
23,068,478 | 841,008 | 21,595,011 | |||||||||
| Joel Lewis |
22,179,378 | 1,730,108 | 21,595,011 | |||||||||
| Gilbert S. Omenn, M.D., Ph.D. |
22,009,879 | 1,899,607 | 21,595,011 | |||||||||
| Marc Rubin, M.D. |
21,470,247 | 2,439,239 | 21,595,011 | |||||||||
| Harold H. Shlevin, Ph.D. |
22,065,513 | 1,843,973 | 21,595,011 | |||||||||
| Richard E. Uihlein, Chairman |
23,402,722 | 506,764 | 21,595,011 | |||||||||
Non-binding advisory resolution to approve the compensation paid to the Company’s named executive officers, as disclosed in the 2019 proxy statement
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes | |||
| 20,584,969 |
2,767,101 | 557,416 | 21,595,011 |
Non-binding advisory vote on the frequency with which the Company will conduct stockholder advisory votes on executive compensation
| Three years |
Two years |
One year |
Abstain |
Broker Non-Votes | ||||
| 18,532,273 |
449,108 | 4,748,095 | 180,010 | 21,595,011 |
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Ratification of the selection of Cherry Bekaert LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2019
| Votes For |
Votes Against |
Votes Abstain | ||
| 45,067,005 |
187,032 | 250,460 |
The 2019 Omnibus Equity Incentive Plan and reserved 4,000,000 shares for issuance under the plan
| Votes For |
Votes Against |
Votes Abstain |
Broker Non-Votes | |||
| 19,924,603 |
3,695,039 | 289,844 | 21,595,011 |
Consistent with the advisory vote on frequency with which the Company will conduct stockholder advisory votes on executive compensation, the Company plans to hold a triennial advisory vote on executive compensation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Galectin Therapeutics Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Galectin Therapeutics Inc. | ||||||
| Date: December 6, 2019 | By: | /s/ Jack W. Callicutt | ||||
| Jack W. Callicutt | ||||||
| Chief Financial Officer | ||||||
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