8-K
Nephros Inc (NEPH)
UNITES
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
Dateof Report (Date of earliest event reported): June 1, 2023
NEPHROS,
INC.
(Exact name of Registrant as Specified in its Charter)
| Delaware | 001-32288 | 13-3971809 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
380 Lackawanna Place, South Orange, New Jersey 07079 (Address of principal executive offices, including ZIP code)
(201)343-5202 (Registrant’s telephone number, including area code)
n/a
(Former Name or Former Address, if Changed Since Last Report)
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:
| ☐ | 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)) | |
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
| --- | --- | --- |
| Common<br> stock, $0.001 par value | NEPH | The<br> Nasdaq Stock Market LLC |
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. ☐
Item5.07. Submission of Matters to a Vote of Security Holders.
On June 1, 2023, Nephros, Inc. (the “Company”) held its 2023 Annual Meeting of the Stockholders (the “Annual Meeting”). At the Annual Meeting:
| 1. | Stockholders<br> elected to the Company’s Board of Directors one nominee, Joseph Harris, to serve a<br> three-year term expiring in 2026; |
|---|---|
| 2. | Stockholders<br> ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered<br> public accounting firm for the fiscal year ending December 31, 2023; and |
| 3. | Stockholders<br> approved the compensation of the Company’s named executive officers on an advisory<br> (non-binding) basis. |
The voting results for each such matter were as follows:
| 1. | Election<br> of Directors: | ||
|---|---|---|---|
| Nominee: | For: | Withheld: | Broker<br> Non-Votes: |
| --- | --- | --- | --- |
| Joseph<br> Harris | 5,333,628 | 867,787 | 2,430,993 |
| 2. | Ratification<br> of the appointment of Baker Tilly US, LLP as the Company’s independent registered public<br> accounting firm for the fiscal year ending December 31, 2023: | ||
| --- | --- | ||
| For: | Against: | Abstain: | Broker<br> Non-Votes |
| --- | --- | --- | --- |
| 8,622,127 | 9,252 | 1,029 | 0 |
| 3. | Approval<br> of the compensation of the Company’s named executive officers on an advisory (non-binding)<br> basis: | ||
| --- | --- | ||
| For: | Against: | Abstain: | Broker<br> Non-Votes |
| --- | --- | --- | --- |
| 5,309,669 | 885,868 | 5,878 | 2,430,993 |
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.
| Nephros, Inc. | ||
|---|---|---|
| Dated:<br> June 1, 2023 | By: | /s/ Andrew Astor |
| Andrew<br> Astor | ||
| Chief<br> Financial Officer |