Section 5 – Corporate Governance and Management
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Meeting of Shareholders (the “Annual Meeting”) of Veru Inc. (the “Company”) held on March 26, 2019, the Company’s shareholders approved a proposal to amend the Veru Inc. 2018 Equity Incentive Plan (the “Equity Incentive Plan”) to increase the number of shares that may be issued thereunder by 4,000,000. A copy of the Equity Incentive Plan, as amended, is attached hereto as Exhibit 10.1.
A summary description of the terms of the Equity Incentive Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 28, 2019 (the “Proxy Statement”). The section of the Proxy Statement entitled “Proposal 4: Approval of Amendment of 2018 Equity Incentive Plan” from pages 24 to 30 is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 27, 2019, the Company filed the Articles of Amendment with the Wisconsin Department of Financial Institutions. The Articles of Amendment increase the total number of authorized shares of the Company’s common stock from 77,000,000 to 154,000,000. The Articles of Amendment are attached as Exhibit 3.1 to this report and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on March 26, 2019. A total of 62,734,480 shares of the Company’s common stock were eligible to vote at the Annual Meeting. The matters voted on at the Annual Meeting were as follows:
1. Election of Directors:
The following individuals were nominated for election to the Board of Directors for terms that expire at the next annual meeting of shareholders. All of the nominated directors were elected. The results of the vote on the election of directors were as follows:
| | | | | | | | |
Name | | Votes For | | Votes Withheld | | | Broker Non-Votes |
Mario Eisenberger | | 36,764,522 | | | 2,949,723 | | | 17,400,672 |
Harry Fisch | | 38,913,949 | | | 800,296 | | | 17,400,672 |
Michael L. Rankowitz | | 38,938,249 | | | 775,996 | | | 17,400,672 |
Jesus Socorro | | 38,936,947 | | | 777,298 | | | 17,400,672 |
Mitchell S. Steiner | | 39,287,766 | | | 426,479 | | | 17,400,672 |
2. Ratification of Auditors:
The shareholders voted to ratify the appointment by the Company’s Audit Committee of RSM US LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2019.
| | | | | | |
Votes For | | Votes Against | | Abstentions | | BrokerNon-Votes |
| 56,716,138 | | 279,098 | | 119,681 | | 0 |
3. Increase in Authorized Common Stock:
The shareholders voted to approve an amendment to the Company’s Articles of Incorporation to increase the number of authorized shares of common stock of the Company from 77,000,000 to 154,000,000.
| | | | | | |
Votes For | | Votes Against | | Abstentions | | BrokerNon-Votes |
| 53,170,593 | | 3,618,225 | | 326,099 | | 0 |
4. Amendment of the Equity Incentive Plan:
The shareholders voted in favor of amending the Equity Incentive Plan.
| | | | | | |
Votes For | | Votes Against | | Abstentions | | BrokerNon-Votes |
| 32,072,062 | | 3,490,845 | | 4,151,338 | | 17,400,672 |
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