GENELUX Corp 8-K, filed Sep 14, 2023
GENELUX Corp (GNLX)
About this 8-K
GENELUX Corp filed this 8-K on September 14, 2023, reporting on events of September 11, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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. |
On September 11, 2023, upon the recommendation of the Compensation Committee of the Board of Directors (the “Board”) of Genelux Corporation (the “Company”), the Board adopted and approved the Company’s 2023 Inducement Plan (the “Inducement Plan”) to reserve 1,000,000 shares of the Company’s common stock to be used exclusively for grants of awards to individuals that were not previously employees or directors of the Company (or following a bona fide period of non-employment), as an inducement material to the individual’s entry into employment with the Company, pursuant to Nasdaq Listing Rule 5635(c)(4). The Inducement Plan was adopted and approved without stockholder approval pursuant to Nasdaq Listing Rule 5635(c)(4), and provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance-based cash and stock awards, and other stock-based awards. In addition, forms of (i) Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise and (ii) Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement, for both (a) executive officers and (b) employees at or below the vice president level, were adopted and approved for use with the Inducement Plan. The terms and conditions of the Inducement Plan are substantially similar to the Company’s stockholder-approved 2022 Equity Incentive Plan.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 11, 2023, the Company held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As of July 13, 2023, the record date for the Annual Meeting (the “Record Date”), 25,983,904 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
A total of 17,274,186 shares of the Company’s common stock were present at the Annual Meeting in person, by virtual attendance or by proxy, which represents approximately 66.48% of the shares of the Company’s common stock outstanding as of the Record Date.
Proposal 1. Election of Directors.
The Company’s stockholders elected the person listed below as the Class I Director, to serve until the Company’s 2026 Annual Meeting of Stockholders or until his successor is duly elected and qualified or until his earlier death, resignation or removal. The final voting results are as follows:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| John Smither | 15,084,240 | 441,669 | 1,748,277 |
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the selection of Weinberg & Company, P.A. by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results are as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 16,829,075 | 689 | 444,422 | -- |
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.
| Genelux Corporation | ||
| Date: September 14, 2023 | By: | /s/ Thomas Zindrick, J.D. |
| Thomas Zindrick, J.D. | ||
| President and Chief Executive Officer | ||