Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 16, 2022, at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Virios Therapeutics, Inc. (the “Company”), the Company’s stockholders approved the Virios Therapeutic, Inc. Amended and Restated 2020 Equity Incentive Plan (the “Amended and Restated Plan”), which amended and restated the Virios Therapeutics, Inc. 2020 Equity Incentive Plan to, among other things, (i) increase the number of the shares reserved for issuance under the Amended and Restated Plan by 1,250,000 shares, to 2,062,500 shares, (ii) provide for a one-year minimum vesting requirement for all grants under the Amended and Restated Plan, other than certain inducement grants, and (iii) clarify the acceleration of vesting of options, stock appreciation rights and other equity awards upon a change of control of the Company. The Amended and Restated Plan was previously approved by the Company’s Board of Directors, subject to stockholder approval at the Annual Meeting, and the Amended and Restated Plan became effective upon such stockholder approval.
A description of the Amended and Restated Plan is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 26, 2022 (the “Proxy Statement”) and is incorporated by reference herein. The description of the Amended and Restated Plan contained herein and in the Proxy Statement is qualified in its entirety by reference to the full text of the Amended and Restated Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
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Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 16, 2022, the Company held its Annual Meeting. Present at the Annual Meeting in person or by proxy were holders of 5,541,097 shares of common stock of the Company, representing 66.51% of the voting power of the shares of common stock of the Company as of the close of business on April 22, 2022, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. All matters voted upon at the Annual Meeting were approved with the required votes. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, withheld or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. Election of Directors.
The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated:
| | | | | | | | | | | | |
| | For | | | Withheld | | | Broker Non-Vote | |
Richard Burch | | | 3,969,829 | | | | 91,278 | | | | 1,479,990 | |
Abel De La Rosa, Ph.D. | | | 4,036,605 | | | | 24,502 | | | | 1,479,990 | |
Greg Duncan | | | 4,039,914 | | | | 21,193 | | | | 1,479,990 | |
David Keefer | | | 4,025,600 | | | | 35,507 | | | | 1,479,990 | |
William L. Pridgen, M.D. | | | 4,038,675 | | | | 22,432 | | | | 1,479,990 | |
John C. Thomas, Jr. | | | 4,039,914 | | | | 21,193 | | | | 1,479,990 | |
Richard J. Whitley, M.D. | | | 3,776,067 | | | | 285,040 | | | | 1,479,990 | |
2. Ratification of the appointment of Dixon Hughes Goodman LLP, now known as FORVIS, LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2022.
The appointment of Dixon Hughes Goodman LLP, now known as FORVIS, LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2022 was ratified, with the following votes tabulated:
| | | | | | | | | | | | | | |
For | | | Against | | | Abstain | | | Broker Non-Vote | |
| 5,515,826 | | | | 705 | | | | 24,566 | | | | — | |
