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): June 18, 2020
ALIMERA SCIENCES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 001-34703 | | 20-0028718 |
| (State or other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
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6120 Windward Parkway Suite 290 Alpharetta, Georgia | | 30005 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (678) 990-5740
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| 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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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: |
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.01 par value per share | ALIM | The Nasdaq Stock Market LLC (Nasdaq Global Market) |
Emerging growth company o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 18, 2020, Alimera Sciences, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2020 (the “Proxy Statement”):
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| Proposal 1: | The election of three directors to serve as Class I directors for a term of three years until the 2023 annual meeting of stockholders. |
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| Proposal 2: | The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. |
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| Proposal 3: | The approval, on an advisory basis, of the compensation of the Company’s named executive officers. |
On the record date, there were (a) 5,028,882 shares of common stock outstanding and entitled to vote on the basis of one vote per share and (b) shares of our outstanding Series A Preferred Stock entitled to 542,373 votes. Of the 5,571,255 votes that were eligible to be cast by the holders of common stock and Series A Preferred Stock at the Annual Meeting, 4,351,570 votes, or approximately 78.1% of the total, were represented at the meeting 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 matter is set forth below:
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| Proposal 1: | Election of Directors. |
The Company’s stockholders elected the following directors to serve as Class I directors until the 2023 annual meeting of stockholders. The votes regarding the election of these directors were as follows:
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| Directors | Votes For | Votes Withheld | Broker Non-Votes |
| James R. Largent | 2,838,720 | 8,181 | 1,504,669 |
| C. Daniel Myers | 2,835,110 | 11,791 | 1,504,669 |
| John Snisarenko | 2,838,716 | 8,185 | 1,504,669 |
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| Proposal 2: | Ratification of appointment of Grant Thornton LLP. |
The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes regarding this proposal were as follows:
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| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 4,328,176 | 16,275 | 7,119 | 0 |
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| Proposal 3: | Approval of Compensation of Named Executive Officers. |
The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The votes regarding this proposal were as follows:
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| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
| 2,775,942 | 15,244 | 55,715 | 1,504,669 |
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.
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| | ALIMERA SCIENCES, INC. |
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| Dated: June 19, 2020 | By: | /s/ J. Philip Jones |
| | Name: | J. Philip Jones |
| | Title: | Chief Financial Officer |
