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
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Date of Report (Date of earliest event reported): September 27, 2022 |
NEPTUNE WELLNESS SOLUTIONS INC.
(Exact name of Registrant as Specified in Its Charter)
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Quebec | 001-33526 | Not applicable |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | | | |
545 Promenade du Centropolis Suite 100 | |
Laval, Quebec, Canada | | H7T 0A3 |
(Address of Principal Executive Offices) | | (Zip Code) |
|
Registrant’s Telephone Number, Including Area Code: 450 687-2262 |
(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:
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Title of each class
| | Trading
Symbol(s) | |
Name of each exchange on which registered
|
Common Shares, no par value per share | | NEPT | | 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.
On September 27, 2022, Neptune Wellness Solutions Inc. (the “Company”) held its 2022 Annual General Meeting of Shareholders (the “Annual Meeting”) virtually via live webcast at https://web.lumiagm.com/408363479, during which the Company's shareholders voted on five proposals. The Company had 7,989,800 common shares outstanding on August 4, 2022, the record date for the Annual Meeting. At the Annual Meeting, 3,771,723 common shares were present virtually or represented by proxy.
The following sets forth the final results of the voting for the five proposals voted upon at the Annual Meeting. These matters are described in more detail in the Company's definitive proxy statement on Schedule 14A, which the Company filed with the Securities and Exchange Commission on August 19, 2022 (the “Proxy Statement”).
Election of Directors (Proposal No. 1)
The shareholders elected six directors who were nominated by the Board of Directors of the Company (the "Board") to serve as directors of the Company until the annual meeting of shareholders to be held in 2023 or until their successors are duly elected and qualified. The following sets forth the results of the voting with respect to each director nominee:
| | | |
| Shares Voted |
Name of Candidate | For | Authority Withheld | Broker Non-Votes |
Julie Phillips | 2,104,437 | 318,145 | 1,349,141 |
Michael Cammarata | 1,846,222 | 576,360 | 1,349,141 |
Ronald Denis | 1,962,148 | 460,436 | 1,349,139 |
Joseph Buaron | 2,095,048 | 327,533 | 1,349,142 |
Michael de Geus | 2,154,976 | 267,606 | 1,349,141 |
Philip Sanford | 2,218,878 | 203,704 | 1,349,141 |
Appointment of KPMG LLP as Independent Registered Public Accounting Firm (Proposal No. 2)
The shareholders approved the selection of KPMG LLP as the Company’s independent registered public accounting firm for fiscal year ending March 31, 2023, which covers the period from April 1, 2022 to March 31, 2023. The following sets forth the results of the voting with respect to this proposal:
| | |
Shares Voted |
For | Against | Abstentions |
3,387,170 | 0 | 384,551 |
Advisory Vote on Named Executive Officer Compensation (Proposal No. 3)
The shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as described in the Proxy Statement. The following sets forth the results of the voting with respect to this proposal:
| | | |
Shares Voted |
For | Against | Abstentions | Broker Non-Votes |
1,806,053 | 377,838 | 238,687 | 1,349,145 |
Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation (Proposal No. 4)
The shareholders voted for, on a non-binding advisory basis, “one year” as the frequency of future advisory votes on compensation of the Company’s named executive officers. The following sets forth the results of the voting with respect to this proposal:
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Shares Voted |
One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
1,455,947 | 3,347 | 500,365 | 462,865 | 1,349,199 |
Confirmation of the Adoption of Amended & Restated General By-Law of the Company (Proposal No. 5)
The shareholders approved the confirmation of the adoption of the Amended & Restated General By-Law of the Company, as described in the Proxy Statement. The following sets forth the results of the voting with respect to this proposal:
| | | |
Shares Voted |
For | Against | Abstentions | Broker Non-Votes |
1,868,618 | 255,089 | 298,871 | 1,349,145 |
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.
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| | | Neptune Wellness Solutions Inc. |
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Date: | September 27, 2022 | By: | /s/ Raymond Silcock |
| | | Raymond Silcock
Chief Financial Officer |
