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 21, 2023
GUARDION HEALTH SCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-38861 | | 47-4428421 |
(State or other jurisdiction
of incorporation) | | (Commission
File Number) | | (I.R.S. Employer
Identification No.) |
2925 Richmond Avenue, Suite 1200
Houston, Texas 77098
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (800) 873-5141
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:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | | GHSI | | 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 5.07. Submission of Matters to a Vote of Security Holders.
On November 21, 2023, Guardion Health Sciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders (i) re-elected each of Robert N. Weingarten, Mark Goldstone, Donald A. Gagliano, M.D., and Michaela Griggs as members of the Company’s board of directors (the “Board”) to serve until Company’s next annual meeting of stockholders or until their successors are elected and qualified or until their earlier death, resignation or removal, and (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, 2023.
Stockholders of record at the close of business on October 2, 2023 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such stockholder. On the Record Date, there were 1,273,296 shares of common stock issued and outstanding, of which 748,751 shares of common stock were represented at the Meeting, or approximately 58.8% of the total outstanding shares of common stock on the Record Date, which was sufficient to constitute a quorum pursuant to the Company’s Second Amended and Restated Bylaws, as amended, and to transact business.
Set forth below are the final voting results for each of the proposals:
Proposal No. 1 – Election of directors
Robert N. Weingarten, Mark Goldstone, Donald A. Gagliano, M.D., and Michaela Griggs 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 death, resignation or removal. The voting results were as follows:
| Director | | Votes For | | Votes Withheld | | Broker Non-Votes |
| Robert N. Weingarten | | 455,472 | | 94,465 | | 198,814 |
| Mark Goldstone | | 444,151 | | 105,786 | | 198,814 |
| Donald Gagliano, M.D. | | 457,118 | | 92,819 | | 198,814 |
| Michaela Griggs | | 456,731 | | 93,206 | | 198,814 |
Proposal No. 2 – Ratification of the appointment of the 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, 2023 was ratified. The voting results were as follows:
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 669,855 | | 47,583 | | 31,313 | | 0 |
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. |
| Date: November 21, 2023 | | |
| | By: | /s/ Jan Hall |
| | Name: | Jan Hall |
| | Title: | Chief Executive Officer |
