Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 27, 2024, the Board of Directors (the “Board”) of NeuroBo Pharmaceuticals, Inc. (the “Company”) adopted a First Amendment (the “First Amendment to 2022 EIP”) to the NeuroBo Pharmaceuticals, Inc. 2022 Equity Incentive Plan (the “2022 Equity Incentive Plan”). On June 7, 2024, at the Annual Meeting (as defined below), the stockholders of the Company approved the First Amendment to 2022 EIP.
Pursuant to the terms and conditions of the First Amendment to 2022 EIP, the 2022 Equity Incentive Plan was amended to:
| ● | automatically increase on January 1st of each year for a period of eight years commencing on January 1, 2025 and ending on (and including) January 1, 2032, the aggregate number of shares of Common Stock that may be issued pursuant to Awards (as defined in the 2022 Equity Incentive Plan) to an amount equal to 10% of the Fully Diluted Shares (as defined in the 2022 Equity Incentive Plan) as of the last day of the preceding calendar year, provided, however that the Board may act prior to the effective date of any such annual increase to provide that the increase for such year will be a lesser number of shares of Common Stock; and | |
| ● | increase the aggregate maximum number of shares of Common Stock that may be issued pursuant to the exercise of Incentive Stock Options (as defined in the 2022 Equity Incentive Plan) to 1,000,000 shares of the Common Stock plus the amount of any increase in the number of shares that may be available for issuance pursuant to the annual increase described above, but in no event more than 15,000,000 shares of the Common Stock issued as Incentive Stock Options. | |
A copy of the First Amendment to 2022 EIP is included as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security Holders.
At the annual meeting (the “Annual Meeting”) of stockholders the Company, held on June 7, 2024, the Company’s stockholders (i) elected three Class II directors to the Company’s Board of Directors, each to serve three-year terms until the 2027 annual meeting of stockholders, (ii) ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 and (iii) approved the First Amendment to 2022 EIP, effective as of June 7, 2024.
At the Annual Meeting, the total number of shares represented in person or by proxy was 3,704,835, or 75.5%, of the 4,906,002 shares of the Company’s common stock outstanding and entitled to vote at the Annual Meeting as of the April 24, 2024 record date.
The voting results at the Annual Meeting are shown below:
Proposal 1—Election of three Class II directors, each to serve three-year terms until the 2027 annual meeting of stockholders and until the election and qualification of such director’s successor, or such director’s earlier death, resignation, or removal.
| | | | | | | |
Class I Nominees | | Votes For | | Votes Withheld | | Broker Non-Votes |
Jason L. Groves | | 3,041,064 | | 12,600 | | | 651,171 |
Hyung Heon Kim | | 3,049,579 | | 4,085 | | | 651,171 |
Andrew Koven | | 3,011,947 | | 41,717 | | | 651,171 |
Proposal 2—Ratification of the Appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| | | | |
Votes For | | Votes Against | | Votes Abstain/Withheld |
3,687,022 | | 14,705 | | 3,108 |