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) May 22, 2024
Lightwave Logic, Inc.
(Exact name of registrant as specified in its charter)
| | | | | |
| Nevada | | 001-40766 | | 82-0497368 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification Number) |
369 Inverness Parkway, Suite 350, Englewood, CO 80112
(Address of principal executive offices, including Zip Code)
(720) 340-4949
(Registrant’s telephone number, including area code)
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 | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | LWLG | | 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) 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
The 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of Lightwave Logic, Inc. (the “Company”) was held on May 22, 2024. As of the close of business on March 25, 2024, the Company had outstanding 119,599,565 shares of common stock, of which 60,952,004 shares were represented at the meeting by proxy and in person; accordingly, a quorum was constituted. The matters voted upon and the final results of the voting were as follows:
Proposal 1: Election of Directors
The following persons were elected to the Board of Directors to serve until the 2027 Annual Meeting of Shareholders or until their successors have been duly elected or appointed and qualified:
| | | | |
| Name | Votes For | Votes Withheld | Broker Non-votes |
| Siraj Nour El-Ahmadi | 27,950,813 | 4,195,351 | 28,805,840 |
| Frederick Leonberger | 25,599,226 | 6,546,938 | 28,805,840 |
Proposal 2: Ratify Morison Cogen LLP as the Company’s Independent Registered Public Accounting Firm
The following votes were cast with respect to Proposal 2. The proposal was approved.
| | | | |
| For | Against | Abstain | Broker Non-votes |
| 60,395,355 | 159,196 | 397,453 | - |
Proposal 3: Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
The following votes were cast with respect to Proposal 3. The proposal was approved.
| | | | |
| For | Against | Abstain | Broker Non-votes |
| 25,303,745 | 5,455,175 | 1,387,244 | 28,805,840 |
Proposal 4: Advisory Vote to Select the Frequency of Voting to Approve Executive Compensation
The following votes were cast with respect to Proposal 4. None of the alternatives received the majority of votes cast by shareholders. The alternative that received the highest number of votes cast by shareholders, once every year, is therefore considered by the Company to be the frequency selected by the shareholders. In light of this vote, where no alternative received the majority of votes cast by shareholders, and the closeness of the votes cast by shareholders for once every year and once every three years, the Company will continue the frequency of once every three years as the frequency for the advisory vote on executive compensation.
| | | | | |
Once Every Year | Once Every 2 Years | Once Every 3 Years | Abstain | Broker Non-votes |
| 15,049,037 | 2,413,787 | 13,362,402 | 1,320,938 | 28,805,840 |
Item 9.01 Financial Statements and Exhibits.
Exhibit
No. | | Description |
| |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| LIGHTWAVE LOGIC, INC. | |
| | | |
| By: | /s/ James S. Marcelli | |
| Name: | James S. Marcelli | |
| Title: | President | |
Dated: May 24, 2024
