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): July 3, 2023 (June 30, 2023)
ALDEYRA THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-36332 | 20-1968197 | ||
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
131 Hartwell Avenue, Suite 320
Lexington, MA 02421
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (781) 761-4904
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:
| ☐ | 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, $0.001 par value per share | ALDX | 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. |
At the 2023 annual meeting of stockholders (the “Annual Meeting”) of Aldeyra Therapeutics, Inc. (the “Company”) held on June 30, 2023, the following proposals were submitted to the stockholders of the Company:
| Proposal 1: | The election of two directors to serve as Class III directors until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. | |
| Proposal 2: | The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. | |
| Proposal 3: | The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers. | |
| Proposal 4: | The approval of the adoption of the Aldeyra Therapeutics, Inc. 2023 Equity Incentive Plan. | |
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on May 23, 2023 (the “Proxy Statement”). Of the 58,576,350 shares of the Company’s common stock entitled to vote at the Annual Meeting, 43,520,399 shares, or approximately 74.3%, 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 proposal is set forth below:
Proposal 1: Election of Directors.
The Company’s stockholders elected the following directors to serve as Class III directors until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The votes regarding the election of the directors were as follows:
| Director | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
Todd C. Brady, M.D., Ph.D. | 21,007,679 | 7,405,955 | 15,106,765 | |||||||||
Martin J. Joyce, M.B.A. | 16,126,225 | 12,287,409 | 15,106,765 | |||||||||
Proposal 2: Ratification of Appointment of BDO USA, LLP.
The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes regarding this proposal were as follows:
Votes | Votes Against | Votes Abstaining | ||
| 43,474,045 | 25,820 | 20,534 |
Proposal 3: Advisory Vote on Executive Compensation.
The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement. The votes regarding this proposal were as follows:
Votes | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 27,710,251 | 646,060 | 57,323 | 15,106,765 |
Proposal 4: Approval of the Adoption of the Aldeyra Therapeutics, Inc. 2023 Equity Incentive Plan.
The Company’s stockholders approved the adoption of the Aldeyra Therapeutics, Inc. 2023 Equity Incentive Plan as described in the Proxy Statement. The votes regarding this proposal were as follows:
Votes | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 27,066,030 | 1,293,014 | 54,590 | 15,106,765 |
SIGNATURE
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.
| ALDEYRA THERAPEUTICS, INC. | ||||
| By: | /s/ Todd C. Brady | |||
| Name: | Todd C. Brady, M.D., Ph.D. | |||
| Title: | Chief Executive Officer | |||
Dated: July 3, 2023
