UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-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 31, 2017
ZOSANO PHARMA CORPORATION
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-36570 | | 45-4488360 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
34790 Ardentech Court
Fremont, CA 94555
(Address of principal executive offices) (Zip Code)
(510)745-1200
Registrant’s telephone number, including area code
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
| | ☐ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communication pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communication pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule12b-2 of the Securities Exchange Act of 1934 (17 CFR§240.12b-2).
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 May 31, 2017, we held our annual meeting of stockholders. A total of 39,190,619 shares of our common stock were outstanding as of April 26, 2017, the record date for the annual meeting. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.
Proposal One: Election of Directors
Our stockholders elected Mr. Joseph “Jay” P. Hagan, Dr. Troy Wilson and Dr. Kleanthis G. Xanthopoulos as members of our board of directors as Class III directors for a three-year term. The results of the vote were as follows:
| | | | | | |
Nominee | | For | | Withheld | | Broker Non-Votes |
Joseph “Jay” P. Hagan | | 9,535,918 | | 7,280,212 | | 13,895,696 |
Troy Wilson, Ph.D., J.D. | | 10,806,499 | | 6,009,631 | | 13,895,696 |
Kleanthis G. Xanthopoulos, Ph.D. | | 8,806,229 | | 8,009,901 | | 13,895,696 |
Proposal Two: Approval of the amendment to the Amended and Restated 2014 Equity and Incentive Plan
Our stockholders approved the amendment of our Amended and Restated 2014 Equity and Incentive Plan to increase the number of shares of common stock approved for issuance under the plan by 700,000 shares. The results of the vote were as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
11,958,696 | | 4,817,079 | | 40,355 | | 13,895,696 |
Proposal Three: Ratification of Marcum LLP as our Independent Registered Public Accountants for Fiscal 2017
Our stockholders ratified our selection of Marcum LLP as our independent registered public accountants for our fiscal year ending December 31, 2017. The results of the vote were as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
29,558,783 | | 1,017,336 | | 135,707 | | 0 |
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| Item 9.01 | Financial Statements and Exhibits. |
| | |
Exhibit Number | | Exhibit Description |
| 10.1 | | Zosano Pharma Corporation Amended and Restated 2014 Equity and Incentive Plan, as amended on May 31, 2017. Filed herewith. |
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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.
| | | | |
| | ZOSANO PHARMA CORPORATION |
| | |
Dated: June 5, 2017 | | By: | | /s/ Georgia Erbez |
| | | | |
| | | | Name: Georgia Erbez |
| | | | Title: Chief Business Officer and Chief Financial Officer |
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