Ani Pharmaceuticals Inc 8-K, filed May 25, 2023
Ani Pharmaceuticals Inc (ANIP)
About this 8-K
Ani Pharmaceuticals Inc filed this 8-K on May 25, 2023, reporting on events of May 23, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
ANI Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on May 23, 2023. At the Annual Meeting, the stockholders of the Company approved an amendment to the Amended and Restated 2022 Stock Incentive Plan (the “2023 Stock Plan Amendment”).
The description of the 2023 Stock Plan Amendment set forth in the Company’s definitive proxy statement, dated April 11, 2023 (the “Proxy Statement”), section entitled “Proposal 4: Approval of Amendment to the Amended and Restated 2022 Stock Incentive Plan” beginning on page 48 of the Proxy Statement is incorporated herein by reference. A copy of the full text of the 2023 Stock Plan Amendment, is filed 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 following matters were submitted to a vote of stockholders:
| 1. | The election of eight (8) directors to serve until the Company’s 2024 Annual Meeting of Stockholders and until their successors are duly elected and qualified, or until their successors shall have been duly elected and qualified; |
| 2. | The ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; |
| 3. | The approval of the compensation of the Company’s named executive officers, on an advisory basis; and |
| 4. | The approval of the 2023 Stock Plan Amendment. |
At the close of business on April 4, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 25,000 shares of the Company’s Series A Preferred Stock outstanding and entitled to vote at the Annual Meeting, 17,916,935 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting, and 10,864 shares of the Company’s Class C Special Stock outstanding and entitled to vote at the Annual Meeting. The 25,000 shares of Series A Preferred Stock outstanding as of April 4, 2023 were entitled to cast an aggregate of 610,413 votes and each share of Common Stock and Class C Special Stock was entitled to one vote. Accordingly, there were an aggregate of 18,538,212 votes entitled to be cast at the Annual Meeting, of which an aggregate of 15,056,042 were present virtually or represented by proxy, constituting a quorum.
At the Annual Meeting, (i) the eight directors were elected, (ii) the appointment of the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, (iii) the compensation of the Company’s named executive officers, on an advisory basis, was approved, (iv) and the 2023 Stock Plan Amendment was approved.
Proposal No. 1 — Election of the Directors
The vote with respect to the election of each of the directors was as follows:
| Nominees | For | Against | Abstain | Broker Non-Votes | ||||||||
| Thomas Haughey | 9,898,826 | 4,105,256 | 3,642 | 1,048,318 | ||||||||
| Nikhil Lalwani | 13,804,562 | 191,821 | 11,341 | 1,048,318 | ||||||||
| David B. Nash, M.D. | 8,752,887 | 5,252,899 | 1,938 | 1,048,318 | ||||||||
| Antonio R. Pera | 13,404,484 | 601,762 | 1,478 | 1,048,318 | ||||||||
| Muthusamy Shanmugam | 13,805,957 | 200,160 | 1,607 | 1,048,318 | ||||||||
| Renee P. Tannenbaum, Pharm.D. | 13,429,350 | 576,916 | 1,458 | 1,048,318 | ||||||||
| Jeanne A. Thoma | 11,492,066 | 2,511,523 | 4,135 | 1,048,318 | ||||||||
| Patrick D. Walsh | 13,757,829 | 248,425 | 1,470 | 1,048,318 |
Proposal No. 2 — Ratification of the Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was as follows:
| For | Against | Abstain | ||||||||
| 14,959,216 | 95,962 | 864 | ||||||||
Proposal No. 3 — Approval of the Say-on-Pay Proposal
The vote with respect to the approval of the Company’s named executive officers, on an advisory basis, was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 13,207,478 | 780,337 | 19,909 | 1,048,318 | |||||||||||
Proposal No. 4 — Approval of the 2023 Stock Plan Amendment
The vote with respect to the approval of the 2023 Stock Plan Amendment was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 12,825,247 | 1,170,827 | 11,650 | 1,048,318 | |||||||||||
| Item 9.01 | Exhibits. |
(d) Exhibits
| Exhibit No. | Description |
| 10.1 | Amendment to the Amended and Restated 2022 Stock Incentive Plan (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2023) |
| 104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURE
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.
| May 25, 2023 | ANI Pharmaceuticals, Inc. | ||
| By: | /s/ Stephen P. Carey | ||
| Name: | Stephen P. Carey | ||
| Title: | Senior Vice President, Finance and Chief Financial Officer | ||