UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-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): June 11, 2021
ARMATA PHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
| Washington | 001-37544 | 91-1549568 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
4503 Glencoe Avenue Marina del Rey, California | 90292 |
| (Address of principal executive offices) | (Zip Code) |
(310) 655-2928
(Registrant’s Telephone number)
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 (see General Instruction A.2. below):
| ¨ | 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 ¨
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. ¨
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 | | ARMP | | NYSE American |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Armata Pharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 7, 2021, at 8:30 a.m. local time at the Company’s headquarters in Marina del Rey, California. At the Annual Meeting, stockholders voted on the matters disclosed in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 21, 2021. The final voting results for the matters submitted to a vote of stockholders are provided below
Proposal 1 – Election of directors:
All of the Company’s director nominees were elected for a one-year term expiring at the 2022 Annual Meeting of Shareholders.
| | Votes For | | Votes Withheld | | Broker Non-Votes |
| Jules Haimovitz | 17,055,935 | | 16,714 | | 3,499,087 |
| Odysseas D. Kostas, M.D. | 16,943,155 | | 129,494 | | 3,499,087 |
| Robin C. Kramer | 17,058,461 | | 14,188 | | 3,499,087 |
| Joseph M. Patti, Ph.D. | 16,936,702 | | 135,947 | | 3,499,087 |
| Todd R. Patrick | 17,057,967 | | 14,682 | | 3,499,087 |
| Todd C. Peterson, Ph.D. | 17,057,984 | | 14,665 | | 3,499,087 |
| Sarah J. Schlesinger, M.D. | 17,056,571 | | 16,078 | | 3,499,087 |
Two of the nominees to the Company's board of directors, Mr. Haimovitz and Dr. Kostas, were nominated by Innoviva, Inc. and Innoviva Strategic Opportunities, LLC (collectively, “Innoviva”), pursuant to the terms of the Amended and Restated Investor Rights Agreement, dated as of January 26, 2021 (the “Investor Rights Agreement”), by and among the Company and Innoviva, Inc.
In addition, pursuant to the Voting Agreement, dated as of January 26, 2021 (the “Voting Agreement”), by and among the Company and Innoviva, Innoviva agreed not to vote or take any action by written consent with respect to shares of common stock held by Innoviva or any of its subsidiaries which represent, in the aggregate, more than 49.5% of the total number of shares of common stock issued and outstanding as of any given record date for voting (such shares, the “Excess Shares”) on the matters related to the election of directors or removal of directors from our board of directors presented at any meeting of the our stockholders (or any adjournment or postponement thereof) or for their action by written consent. Accordingly, the Excess Shares were not voted by Innoviva with respect to the election of directors at the 2021 Annual Meeting.
Proposal 2 – Advisory, non-binding vote on executive compensation:
The Company’s stockholders approved, on an advisory, non-binding basis, the Company’s executive officer compensation.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 19,429,601 | | 143,416 | | 18,760 | | 979,959 |
Proposal 3 — Ratification of selection of Ernst & Young LLP as the independent registered public accounting firm:
The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021.
| Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
| 20,524,965 | | 12,908 | | 33,863 | | 0 |
On June 7, 2021, our board of directors elected Mr. Haimovitz as the Company’s new Chairman of the Board, replacing Richard J. Bastiani, who served as the Chairman of the Board until the Annual Meeting at which he did not stand for re-election as a director of the Company.
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.
| Date: June 11, 2021 | Armata Pharmaceuticals, Inc. |
| | |
| | By: | /s/ Steve R. Martin |
| | Name: | Steve R. Martin |
| | Title: | Chief Financial Officer |
