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): June 7, 2018

 

 

ALDEYRA THERAPEUTICS, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

001-36332		20-1968197
(Commission File No.)		(IRS Employer Identification No.)

131 Hartwell Avenue, Suite 320

Lexington, MA 02421

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (781) 761-4904

 

(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.  ☒

 

 

 

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Item 5.07.

Submission of Matters to a Vote of Security Holders

At the 2018 annual meeting of stockholders (the “Annual Meeting”) of Aldeyra Therapeutics, Inc. (the “Company”) held on June 7, 2018, the following proposals were submitted to the stockholders of the Company:

 

Proposal 1:		The election of two directors to serve as Class I directors until the Company’s 2021 annual meeting of stockholders or until their successors are duly elected and qualified.
Proposal 2:		The ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.
Proposal 3:		The approval of an amendment to the Company’s 2013 Equity Incentive Plan (the “2013 Plan”) to modify the automatic “evergreen” provisions regarding the number of shares to be annually added to the 2013 Plan and implement limitations on the value of equity that may be granted under the 2013 Plan to a non-employee director during a calendar year.

For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 25, 2018 (the “Proxy Statement”). Of the 19,664,921 shares of the Company’s common stock entitled to vote at the Annual Meeting, 16,348,956 shares, or approximately 83.1%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:

Proposal 1:    Election of Directors.

The Company’s stockholders elected the following directors to serve as Class I directors until the 2021 annual meeting of stockholders or until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:

 

Director		Votes For				Votes Withheld				Broker Non-Votes
Ben Bronstein, M.D.			10,124,739				1,985,080				4,239,137
Jesse I. Treu, Ph.D.			12,053,581				56,238				4,239,137

Proposal 2:    Ratification of Appointment of BDO USA, LLP.

The Company’s stockholders ratified the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018. The votes regarding this proposal were as follows:

 

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
16,298,806		37,414		12,736		—

Proposal 3:    Approval of Amendment to the Company’s 2013 Equity Incentive Plan.

The Company’s stockholders approved the amendment to the 2013 Plan to modify the automatic “evergreen” provisions regarding the number of shares to be annually added to the 2013 Plan and implement limitations on the value of equity that may be granted under the 2013 Plan to a non-employee director during a calendar year. The votes regarding this proposal were as follows:

 

Votes For		Votes Against		Votes Abstaining		Broker Non-Votes
8,328,729		3,775,667		5,423		4,239,137

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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.

 

Dated: June 8, 2018