SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(D)
of the Securities Exchange Act of 1934
June 8, 2021
Date of report (Date of earliest event reported)
Agile Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
101 Poor Farm Road
Princeton, New Jersey
(Address of principal executive offices)
Registrant's telephone number, including area code (609) 683-1880
(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:
◻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
Name of each exchange on which registered
Common stock, par value $0.0001 per share
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 2021 annual meeting of stockholders (the “Annual Meeting”) of the Company held on June 8, 2021, the following proposals were submitted to the stockholders of the Company:
The election of three directors to serve as Class I directors until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified.
Approval, on a non-binding advisory basis, of the 2020 compensation of our named executive officers.
The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.
For more information about the foregoing proposals, see the Proxy Statement. Of the 88,263,741 shares of the Company’s common stock entitled to vote at the Annual Meeting, 58,572,042, or approximately 66.36% were represented at the meeting virtually in person or by proxy, constituting a quorum. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
Election of Directors.
The Company’s stockholders elected the following three directors to serve as Class I directors until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:
John Hubbard, Ph.D., FCP
James P, Tursi, M.D.
Advisory Non-Binding Vote on 2020 Executive Compensation.
The Company’s stockholders approved, on a non-binding advisory basis, the 2020 compensation of our named executive officers. The votes regarding this proposal were as follows:
Ratification of Appointment of Ernst & Young LLP.
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes regarding this proposal were as follows:
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Agile Therapeutics, Inc.
Dated: June 8, 2021
/s/ Alfred Altomari
Chairman and Chief Executive Officer