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 7, 2023



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))
 
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. ☐

 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 Stock Market



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

At the 2023 Annual Meeting of Stockholders held on December 7, 2023, 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:

(1) ratified the selection of Cherry Bekaert LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023;

(2) approved an amendment to our 2019 Omnibus Equity Incentive Plan to reserve an additional 3,000,000 shares for issuance under the plan.

The final results of the voting on each matter of business at the 2023 Annual Meeting are as follows:

Election of Directors

 
Name
Votes For
Votes Withheld
Broker Non-Votes
 
Gilbert F. Amelio, Ph.D.
24,856,340
1,155,282
18,910,166
 
Benjamin S. Carson, Sr., M.D.
25,523,084
488,538
18,910,166
 
Kary Eldred
25,603,577
408,045
18,910,166
 
Kevin D. Freeman
24,969,444
1,042,178
18,910,166
 
Joel Lewis
25,560,738
450,884
18,910,166
 
Gilbert S. Omenn, M.D., Ph.D.
25,617,192
394,430
18,910,166
 
Marc Rubin, M.D.
25,016,122
995,500
18,910,166
 
Elissa J. Schwartz, Ph.D.
25,615,545
396,077
18,910,166
 
Harold H. Shlevin, Ph.D.
25,548,431
463,191
18,910,166
 
Richard E. Uihlein, Chairman
25,593,922
417,700
18,910,166
 
Richard A. Zordani
25,600,465
411,157
18,910,166

Ratification of the selection of Cherry Bekaert LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2023

Votes For
Votes Against
Votes Abstain
44,481,830
252,254
187,704

Approved an amendment to our 2019 Omnibus Equity Incentive Plan to reserve an additional 3,000,000 shares for issuance under the plan.

Votes For
Votes Against
Votes Abstain
Broker Non-Votes
23,901,293
1,923,578
186,751
18,910,166

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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 11, 2023
By: /s/ Jack W. Callicutt  


Jack W. Callicutt


Chief Financial Officer


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