UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 25, 2019
EyePoint Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 000-51122 | 26-2774444 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
480 Pleasant Street Watertown, MA | 02472 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (617)926-5000
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-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 | ||
Common Stock, par value $0.001 | EYPT | The Nasdaq Stock Market LLC |
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) orRule 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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
2016 Long Term Incentive Plan
On June 25, 2019, EyePoint Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved an amendment (the “Plan Amendment”) to the Company’s 2016 Long Term Incentive Plan (the “Plan”) to increase the number of shares available for issuance thereunder by 11,000,000 shares. Summaries of the Plan and the Plan Amendment are set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 29, 2019 (the “Proxy Statement”). Those summaries and the above descriptions of the Plan and Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the Plan and Plan Amendment, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report onForm 8-K and incorporated herein by reference.
2019 Employee Stock Purchase Plan
At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Board, also approved the Company’s 2019 Employee Stock Purchase Plan (the “ESPP”). A summary of the ESPP is set forth in the Proxy Statement. That summary and the above description of the ESPP do not purport to be complete and are qualified in their entirety by reference to the ESPP, which is filed as Exhibit 10.3 to this Current Report onForm 8-K and incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On April 26, 2019, the record date for the Annual Meeting, there were 106,105,728 shares of common stock of the Company (the “Common Stock”) issued and outstanding and entitled to vote on the proposals presented at the Annual Meeting, of which 85,119,379, or 80.22%, were present in person or voted by proxy, which constituted a quorum. The holders of shares of our Common Stock are entitled to one vote for each share held and cumulative voting for directors is not permitted. Set forth below are the final voting results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting.
Proposal No. 1. Election of Directors
The Company’s stockholders elected the following directors to the Board, each to serve until the Company’s 2020 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified. The voting on this proposal is set forth below:
Vote type | Vote Results | |||||
Göran Ando, M.D. | For | 62,641,683 | ||||
Withheld | 847,253 | |||||
Non Votes | 21,630,443 | |||||
Nancy Lurker | For | 62,696,791 | ||||
Withheld | 792,145 | |||||
Non Votes | 21,630,443 | |||||
David J. Mazzo, Ph.D. | For | 60,675,305 | ||||
Withheld | 2,813,631 | |||||
Non Votes | 21,630,443 | |||||
Douglas Godshall | For | 62,798,614 | ||||
Withheld | 690,322 | |||||
Non Votes | 21,630,443 | |||||
Jay Duker, M.D. | For | 62,800,612 | ||||
Withheld | 688,324 | |||||
Non Votes | 21,630,443 | |||||
Kristine Peterson | For | 58,917,379 | ||||
Withheld | 4,571,557 | |||||
Non Votes | 21,630,443 | |||||
Ronald W. Eastman | For | 61,679,428 | ||||
Withheld | 1,809,508 | |||||
Non Votes | 21,630,443 | |||||
John B. Landis, Ph.D. | For | 62,787,280 | ||||
Withheld | 701,656 | |||||
Non Votes | 21,630,443 | |||||
David Guyer, M.D. | For | 60,387,529 | ||||
Withheld | 3,101,407 | |||||
Non Votes | 21,630,443 |
Proposal No. 2. Approval of an Amendment to the EyePoint Pharmaceuticals, Inc. 2016 Long Term Incentive Plan
The Company’s stockholders approved an amendment to the Company’s 2016 Long Term Incentive Plan. The voting on this proposal is set forth below:
Vote type | Vote Results | |||
For | 60,148,036 | |||
Against | 3,147,482 | |||
Abstain | 193,418 | |||
Non Votes | 21,630,443 |
Proposal No. 3. Approval of the EyePoint Pharmaceuticals, Inc. 2019 Employee Stock Purchase Plan
The Company’s stockholders approved the Company’s 2019 Employee Stock Purchase Plan. The voting on this proposal is set forth below:
Vote type | Vote Results | |||
For | 62,156,656 | |||
Against | 1,281,042 | |||
Abstain | 51,238 | |||
Non Votes | 21,630,443 |
ProposalNo. 4. Non-Binding Advisory Vote on Named Executive Officer Compensation
The Company’s stockholders approved, on anon-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting on this proposal is set forth below:
Vote type | Vote Results | |||
For | 56,942,895 | |||
Against | 6,357,439 | |||
Abstain | 188,602 | |||
Non Votes | 21,630,443 |
ProposalNo. 5. Non-Binding Advisory Vote on the Frequency of Future Named Executive Officer Compensation Advisory Votes
The Company’s stockholders recommended, on anon-binding advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The voting on this proposal is set forth below:
Vote type | Vote Results | |||
1 Year | 62,530,754 | |||
2 Years | 233,085 | |||
3 Years | 427,124 | |||
Abstain | 297,973 | |||
Non-Votes | 21,630,443 |
Proposal No. 6. Ratification of Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The voting on this proposal is set forth below:
Vote type | Vote Results | |||
For | 83,261,159 | |||
Against | 695,809 | |||
Abstain | 1,162,411 | |||
Non Votes | 0 |
Item 9.01 Financial | Statements and Exhibits |
(d) Exhibits.
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.
EYEPOINT PHARMACEUTICALS, INC. | ||||||
Date: June 28, 2019 | /s/ Nancy Lurker | |||||
Nancy Lurker | ||||||
President and Chief Executive Officer |