ADMA Biologics Inc filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ADMA
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
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 4, 2025
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(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (201 ) 478-5552
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(Former name or former address, if changed since last report.)
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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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in 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. ☐
| Item 5.07 |
Submission of Matters to a Vote of Security Holders
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ADMA Biologics, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on June 4, 2025. At the Annual Meeting, the following matters
were submitted to a vote of stockholders:
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The election of two nominees to serve as Class III directors until the Company’s 2028 Annual Meeting of Stockholders and until such director’s successor is duly elected
and qualified, or such director’s earlier resignation, removal or death;
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The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025;
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The approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers (“Say-on-Pay”); and
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The determination of, on a non-binding, advisory basis, the frequency of future advisory votes on Say-on-Pay (“Say-on-Frequency”).
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At the close of business on April 8, 2025, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 238,563,612 shares of
the Company’s common stock outstanding and entitled to vote at the Annual Meeting. The holders of 205,020,539 shares of the Company’s common stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, (i) the two Class III directors were elected, (ii) the appointment of the Company’s independent registered public accounting firm for the fiscal
year ending December 31, 2025 was ratified, (iii) the Say-on-Pay proposal was approved, and (iv) the Company determined to hold an advisory vote on executive compensation every year until the next Say-on-Frequency vote.
Proposal No. 1 — Election of the Class III
Directors
The vote with respect to the election of each of the directors was as follows:
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Nominee
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For
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Withheld
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Broker Non-Votes
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Jerrold B. Grossman D.P.S.
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165,120,823
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16,472,081
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23,427,635
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Lawrence P. Guiheen
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133,835,725
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47,757,179
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23,427,635
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Proposal No. 2 — Ratification of the
Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December
31, 2025 was as follows:
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For
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Against
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Abstain
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204,623,833
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269,649
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127,057
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Proposal No. 3 — Approval of the Say-on-Pay
Proposal
The vote with respect to the approval of, on a non-binding, advisory basis, the compensation of the Company’s named executive officers was as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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161,456,980
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19,869,072
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266,852
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23,427,635
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Proposal No. 4 — Determination of the
Say-on-Frequency Proposal
The vote with respect to the determination of, on a non-binding, advisory basis, the frequency of future advisory votes on Say-on-Pay was as follows:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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173,069,853
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866,993
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7,508,281
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147,777
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23,427,635
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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.
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June 4, 2025
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ADMA Biologics, Inc.
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By:
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/s/ Adam S. Grossman
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Name:
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Adam S. Grossman
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Title:
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President and Chief Executive Officer
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