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8-K

AIM ImmunoTech Inc. (AIM)

8-K 2024-01-10 For: 2024-01-05
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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 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): January 5, 2024

AIM

IMMUNOTECH INC.

(Exact name of registrant as specified in its charter)

Delaware 001-27072 52-0845822
(State<br> or other jurisdiction <br><br> of incorporation) (Commission<br> <br><br> File Number) (I.R.S.<br> Employer <br><br> Identification No.)
2117 SW Highway 484, Ocala FL 34473
--- ---
(Address<br> of principal executive offices) (Zip<br> Code)

Registrant’s

telephone number, including area code: (352) 448-7797

(Former

name or former address, if changed since last report): N/A

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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> 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<br> of each class Trading<br> Symbol Name<br> of each exchange on which registered
Common<br> Stock, par value $0.001 per share AIM NYSE<br> American

Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐



Item5.07 Submission of Matters to a Vote of Security Holders

The Annual Meeting of Stockholders for 2023 of AIM ImmunoTech Inc. (the “Company”) was reconvened and held on January 5, 2024. At the meeting, there were 48,797,564 outstanding shares of the Company’s common stock entitled to vote, and the requisite quorum for the meeting of 40.0% was present. Broker non-votes have no effect on the outcome of Proposals 1, 3 and 4. A broker non-vote occurs when shares held by a broker for a beneficial owner are not voted because (i) the broker did not receive voting instructions from the beneficial owner, and (ii) the broker lacked discretionary authority to vote the shares. Broker non-votes are counted when determining whether the necessary quorum of stockholders is present or represented at each annual meeting. Each nominee and each of Proposals no. 3 and 4 received 7,980,057 broker non-votes. At the meeting, stockholders voted as follows:

Proposal1: Election of Directors:

The following four director nominees were each elected to serve a term ending at the Company’s Annual Meeting of Stockholders for 2024, or until their successors are duly elected and qualified:

Nominees For Withheld
Stewart<br> L. Appelrouth 6,952,332 5,486,650
Nancy<br> K. Bryan 10,522,260 1,916,722
Thomas<br> K. Equels 10,294,728 2,144,254
William<br> M. Mitchell 6,677,727 5,761,255

Proposal2: Ratification of the selection of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscalyear ending December 31, 2023:

For: 18,181,409 Against: 603,158 Abstain: 1,634,472

Proposal3: Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers:

For: 4,582,081 Against: 7,320,705 Abstain: 536,196

Proposal4: Approval, by non-binding advisory vote, of the frequency of executive compensation votes:

1 Year: 10,460,322 2 Years: 137,119 3 Years: 1,176,713 Abstain: 664,828

Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold a non-binding advisory vote regarding executive compensation every year until the next required non-binding advisory vote on the frequency of holding future votes regarding executive compensation.

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.

AIM ImmunoTech Inc.
Date:<br> January 10, 2024 By: /s/ Thomas K. Equels
Thomas<br> K. Equels, CEO