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):
June 10, 2014
LIPOCINE INC.
(Exact name of registrant as specified in its charter)
Commission File No. 001-36357
| Delaware | | 99-0370688 |
| (State or other jurisdiction of incorporation) | | (IRS Employer Identification Number) |
675 Arapeen Drive, Suite 202
Salt Lake City, Utah 84108
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:(801) 994-7383
Former name or former address, if changed since last report:Not Applicable
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))
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 10, 2014, at the annual general meeting of shareholders of Lipocine Inc. (the “Company”), shareholders approved the adoption of the Company’s 2014 Stock Incentive Plan, which had previously been approved by the Company’s Board of Directors, subject to stockholder approval. A description of the Company’s 2014 Stock Incentive Plan is set forth in the Company’s 2014 Proxy Statement filed with the Securities and Exchange Commission on April 29, 2014 under the caption “Proposal No. 3 – Approval of Our 2014 Stock Incentive Plan”, and is incorporated herein by reference. The description of the Company’s 2014 Stock Incentive Plan is qualified in its entirety by reference to the full text of such plan, which was attached to the Company’s 2014 Proxy Statement as Appendix II and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 10, 2014, the Company held its annual general meeting of shareholders, at which time the following items were voted upon:
| (1) | Election of Directors. The Company’s shareholders elected for a one-year term five persons nominated for election as directors. The following table sets forth the vote of the shareholders at the meeting with respect to the election of directors: |
| Nominee | | For | | Withheld | | Broker Non-Vote |
| | | | | | | |
| Mahesh V. Patel | | 7,236,296 | | 553,247 | | 885,352 |
| Dr. Stephen A Hill | | 7,789,543 | | − | | 885,352 |
| Jeffrey A. Fink | | 7,789,543 | | − | | 885,352 |
| John W. Higuchi | | 7,688,296 | | 101,247 | | 885,352 |
| Dr. Richard Dana Ono | | 7,789,543 | | − | | 885,352 |
There were no abstentions with respect to the election of directors.
| (2) | Approval and Adoption of Amended and Restated Certificate of Incorporation. The Company’s shareholders did not approve and adopt the terms of the amended and restated certificate of incorporation that provided for the Company to, among other things, authorize the classification of the Board of Directors into three classes with staggered terms. The following table sets forth the vote of the shareholders at the meeting with respect to this amendment: |
| For | | Against | | Abstain | | Broker Non-Vote |
| 7,537,448 | | 251,803 | | 292 | | 885,352 |
| (3) | Approval and Ratification of the Company’s 2014 Stock Incentive Plan. The Company’s shareholders approved and ratified the Company’s 2014 Stock Incentive Plan, which previously had been approved by the Company’s Board of Directors, subject to shareholder approval. |
| For | | Against | | Abstain | | Broker Non-Vote |
| 7,639,727 | | 145,964 | | 3,852 | | 885,352 |
| (4) | Ratification of Appointment of Independent Registered Public Accounting Firm. The Company’s shareholders voted upon and ratified the appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2014. The following table sets forth the vote of the shareholders at the meeting with respect to the appointment of KPMG LLP: |
| For | | Against | | Abstain |
| 8,674,603 | | − | | 292 |
There were no broker non-votes in the ratification of appointment of KPMG LLP as the Company’s independent registered public accountants for the fiscal year ending December 31, 2014.
| Item 9.01 | Financial Statements and Exhibits. |
| 10.1 | Lipocine Inc. 2014 Stock Incentive Plan (incorporated herein by reference to the Definitive Proxy Statement filed by Lipocine Inc. on April 29, 2014). |
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.
| | | | LIPOCINE INC. |
| | | | | |
| | | | | |
| Date: | June 11, 2014 | | By: | /s/ Mahesh V. Patel |
| | | | | Mahesh V. Patel |
| | | | | President and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit No. | | Exhibit Description |
| | | |
| 10.1 | | Lipcoine Inc. 2014 Stock Incentive Plan (incorporated herein by reference to the Definitive Proxy Statement filed by Lipocine Inc. on April 29, 2014). |
