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 15, 2015
DIPEXIUM PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
Delaware | | 001-36351 | | 46-4995704 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| | | | |
61 Broadway, 19th Floor
New York, NY | | 10006 |
(Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (212) 269-2834
N/A
(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 (see General Instruction A.2. below):
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 15, 2015, Dipexium Pharmaceuticals, Inc. (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting). Of the 8,564,675 shares of the Company’s common stock outstanding and eligible to vote at the Annual Meeting, 7,117,459 shares, or 83.1% of the eligible common stock, were present either in person or by proxy. The final results of the matters voted on at the Annual Meeting are provided below.
Proposal 1: The following individuals were elected as directors to hold office for the term that expires at the 2016 Annual Meeting of Stockholders for each director, or until their respective successors are elected and qualified, or until such directors earlier resignation or removal:
Director Name | | For | | Withheld | | Broker
Non-Votes | | Abstained | |
| | | | | | | | | |
Robert J. DeLuccia | | 6,072,041 | | 30,047 | | 1,015,371 | | 0 | |
David P. Luci | | 6,072,541 | | 29,547 | | 1,015,371 | | 0 | |
Jack H. Dean | | 5,889,450 | | 212,638 | | 1,015,371 | | 0 | |
Michael Duffy | | 6,068,425 | | 33,663 | | 1,015,371 | | 0 | |
Thomas Harrison | | 6,076,488 | | 25,600 | | 1,015,371 | | 0 | |
William J. McSherry, Jr. | | 6,072,387 | | 29,701 | | 1,015,371 | | 0 | |
Barry Kagan | | 6,075,988 | | 26,100 | | 1,015,371 | | 0 | |
Proposal 2: An amendment to the Company’s 2013 Equity Incentive Plan increasing the shares of our common stock available for issuance thereunder by 433,594 shares from 1,707,575 to 2,141,169 was approved.
For: | | 6,020,011 | |
Against: | | 81,350 | |
Abstained: | | 727 | |
Broker Non-Votes: | | 1,015,371 | |
Proposal 3: A non-binding resolution regarding named executive officer compensation was approved.
For: | | 6,068,425 | |
Against: | | 33,663 | |
Abstained: | | 0 | |
Broker Non-Votes: | | 1,015,371 | |
Proposal 4: To cast an advisory vote on the frequency of future executive compensation advisory votes.
1 year: | | 1,144,262 | |
2 years: | | 15,664 | |
3 years | | 4,924,532 | |
Abstained: | | 17,630 | |
Broker Non-Votes: | | 1,015,371 | |
With respect to proposal 4, the non-binding advisory vote on the frequency of future executive compensation advisory votes, approximately 80.7% of the votes cast voted in favor of holding the advisory vote every 3 years. In light of such vote, the Board has determined that the Company will include a shareholder advisory vote on the compensation of executive officers in its proxy materials every 3 years from the 2015 Annual Shareholders meeting.
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Proposal 5: CohnReznick, LLP was ratified as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2015.
For: | | 7,097,036 | |
Against: | | 12,401 | |
Abstained: | | 8,022 | |
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.
Dated: May 19, 2015 | | DIPEXIUM PHARMACEUTICALS, INC. |
| | |
| | By: | /s/ David P. Luci |
| | | Name: | David P. Luci |
| | | Title: | President and Chief Executive Officer |
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