UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 20, 2018
GUARDION HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-55723 | 44-4428421 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
15150 Avenue of Science, Suite 200
San Diego, CA 92128
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (858) 605-9055
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)) |
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 x
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 November 20, 2018, Guardion Health Sciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders (i) re-elected Elect each of Michael Favish, Robert Weingarten, Mark Goldstone and David Evans as members of our Board of Directors, (ii) ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, (iii) approved the adoption of the Guardion Health Sciences, Inc. 2018 Equity Incentive Plan, (iv) granted discretionary authority to our Board of Directors to (i) amend the Certificate of Incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split”, at a specific ratio within a range of one-for-two and three-for-four, with the exact ratio to be determined by the Board of Directors in its sole discretion and (ii) effect a reverse stock split, if at all, within one year of the date the proposal was approved by stockholders (the “Reverse Stock Split Proposal”), (v) approved, on a non-binding, advisory basis, the Company’s executive compensation, and (vi) approved, on a non-binding, advisory basis, the frequency of three years for the Company to hold advisory votes on its executive compensation. Stockholders of record at the close of business on October 22, 2018 were entitled to one vote for each share of common stock. On October 22, 2018, there were 40,329,475 shares of common stock issued and outstanding, of which at least 35,326,775 were represented at the Meeting, or approximately 87.60 % of the total outstanding, which was sufficient to constitute a quorum.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 – Election of directors
Michael Favish, Robert Weingarten, Mark Goldstone and David Evans were elected to serve until the Company’s next annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:
| Director | Votes For | Votes Withheld |
| Michael Favish | 35,311,010 | 15,765 |
| Robert Weingarten | 35,311,010 | 15,765 |
| Mark Goldstone | 35,311,010 | 15,765 |
| David Evans | 35,311,010 | 15,765 |
Proposal No. 2 – Ratification of the appointment of independent registered public accounting firm
The appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified. The voting results were as follows:
| Votes For | Votes Against | Abstentions |
| 35,326,775 | 0 | 0 |
Proposal No. 3 – Approval of Amendments to 2015 Equity Plan
The adoption of the Guardion Health Sciences, Inc. 2018 Equity Incentive Plan was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions |
| 34,613,335 | 336,167 | 377,273 |
Proposal No. 4 – Approval of the Reverse Stock Split Proposal
The Reverse Stock Split Proposal was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions |
| 34,900,862 | 115,672 | 310,241 |
Proposal No. 5 – Approval, by non-binding advisory vote, of the Company’s executive compensation
The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows:
| Votes For | Votes Against | Abstentions |
| 35,194,465 | 56,429 | 75,881 |
Proposal No. 6 – Approval, by non-binding advisory vote, on the frequency of advisory votes on the Company’s executive compensation
The frequency of three years for future advisory votes on the Company’s executive compensation was approved. The voting results were as follows:
| 3 Years | 2 Years | 1 Year | Abstentions |
| 28,833,822 | 1,870,979 | 4,553,366 | 68,608 |
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.
| | GUARDION HEALTH SCIENCES, INC. | |
| | | | |
| | By: | /s/ MICHAEL FAVISH | |
| | | Name: Michael Favish | |
| | | Title: Chief Executive Officer | |
| | | | |
| Date: November 23, 2018 | | | |
