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): June 22, 2022 |
Clearside Biomedical, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-37783 | 45-2437375 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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900 North Point Parkway Suite 200 | |
Alpharetta, Georgia | | 30005 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 678 270-3631 |
(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
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Common Stock, par value $0.001 per share | | CLSD | | 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 22, 2022, Clearside Biomedical, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Amendment”) to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000. The Amendment, which was filed with the Secretary of State of the State of Delaware on June 22, 2022, is filed as Exhibit 3.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders considered five proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 29, 2022 (the “Proxy Statement”). Of the 60,150,442 shares outstanding as of the record date, 43,040,494 shares, or 71.55%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.
Proposal No. 1: Election of two nominees to serve as directors until the 2025 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
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Name | | Votes For | | Votes Withheld | |
George Lasezkay | | 25,858,015 | | 4,795,428 | |
Christy L. Shaffer | | 24,798,196 | | 5,855,247 | |
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Broker Non-Votes: 12,387,051.
All nominees were elected.
Proposal No. 2: Approval, on an advisory basis, of the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement. The votes were cast as follows:
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| | Votes For | | Votes Against | | Abstained | |
Approval of the compensation paid to the named executive officers | | 27,580,994 | | 2,989,283 | | 83,166 | |
Broker Non-Votes: 12,387,051.
Proposal No. 3: Approval, on an advisory basis, of the preferred frequency of advisory votes on executive compensation. The votes were cast as follows:
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| | One Year | | Two Years | | Three Years | | Abstained | |
Preferred frequency of advisory votes on executive compensation | | 28,656,823 | | 298,662 | | 249,609 | | 1,448,349 | |
Broker Non-Votes: 12,387,051.
Consistent with the stockholder voting results above and the recommendation of the Board of Directors of the Company as disclosed in the Proxy Statement, the Company has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote or until the Board of Directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.
Proposal No. 4: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were cast as follows:
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| | Votes For | | Votes Against | | Abstained | |
Ratification of appointment of Ernst & Young LLP | | 42,850,029 | | 88,831 | | 101,634 | |
Proposal No. 5: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 shares to 200,000,000 shares. The votes were cast as follows:
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| | Votes For | | Votes Against | | Abstained | |
Approval of Increase in Number of Authorized Shares of Common Stock | | 32,643,531 | | 4,407,975 | | 5,988,988 | |
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 thereunto duly authorized.
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Date: June 23, 2022 | CLEARSIDE BIOMEDICAL, INC. |
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| By: | /s/ Charles A. Deignan |
| Name: | Charles A. Deignan |
| Title: | Chief Financial Officer |
