Adial Pharmaceuticals Inc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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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 November 12, 2024, Adial Pharmaceuticals, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved Amendment No. 6 to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under the plan from 500,000 to 2,000,000. A description of the 2017 Equity Incentive Plan, as amended, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting, which was filed on September 27, 2024 with the Securities and Exchange Commission (the “Definitive Proxy Statement”) in the section entitled “Proposal 3—APPROVAL OF AN AMENDMENT TO OUR 2017 EQUITY INCENTIVE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE PLAN FROM 500,000 TO 2,000,000”, which is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of Amendment No. 6 to the 2017 Equity Incentive Plan, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On November 12, 2024, at the Annual Meeting, the Company’s stockholders voted on the following five (5) proposals and votes were cast as described below. These matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3, 4 and 5 as set forth in the Definitive Proxy Statement are as follows:
Proposal 1 — Election of Directors
The following two (2) individuals were re-elected as Class III directors, each to serve a three-year term expiring at the Company’s 2027 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified with the following votes:
| Name of Director | Votes For | Withheld | Broker Non-Votes | |||||||||
| (1) J. Kermit Anderson | 613,616 | 145,840 | 2,307,439 | |||||||||
| (2) James W. Newman, Jr. | 591,083 | 168,373 | 2,307,439 | |||||||||
Proposal 2 — Ratification of the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024
The stockholders ratified and approved the appointment of Marcum, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024, based on the votes listed below:
| Votes For | Votes Against | Abstentions | ||
| 2,965,975 | 92,208 | 8,712 |
Proposal 3 — Approval of an amendment to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock authorized for grant under the plan from 500,000 to 2,000,000
The stockholders approved the amendment (Amendment No. 6) to the Company’s 2017 Equity Incentive Plan to increase the number of shares of common stock authorized for grant under the 2017 Equity Incentive Plan from 500,000 to 2,000,000 based on the votes listed below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 528,590 | 215,365 | 15,501 | 2,307,439 |
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Proposal 4 — Approval, on an advisory basis, the compensation of our named executive officers, as disclosed in the 2024 proxy statement
The stockholders approved, on an advisory basis, the compensation of our named executive officers, as disclosed in the 2024 proxy statement, based on the votes below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 528,590 | 215,365 | 15,501 | 2,307,439 |
Proposal 5 — Approval, on an advisory basis, a frequency for holding an advisory vote on executive compensation
The stockholders approved, on an advisory basis, a three year frequency for holding an advisory vote on executive compensation based on the votes below:
| Votes For One Year | Votes For Two Years | Votes For Three Years | Abstentions | Broker Non-Votes | ||||
| 238,680 | 10,929 | 477,345 | 32,502 | 2,307,439 |
The Company’s Board of Directors has considered the results of the non-binding, advisory vote on the frequency of future advisory votes on executive compensation. In light of the results of such vote, the Company’s Board of Directors has determined that the Company will hold an advisory vote on executive compensation every three years until the next vote on the frequency of such votes.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Exhibit Description | |
| 10.1 | Amendment No. 6 to the Adial Pharmaceuticals, Inc. 2017 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
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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: November 12, 2024 | ADIAL PHARMACEUTICALS, INC. | |
| By: | /s/ Cary J. Claiborne | |
| Name: | Cary J. Claiborne | |
| Title: | President and Chief Executive Officer | |
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