Alpha Cognition 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 June 19, 2025, at the annual meeting of stockholders of Alpha Cognition Inc. (the “Company”), the stockholders approved the adoption of the new 2025 Stock Incentive Plan (the “2025 Stock Incentive Plan”). The 2025 Stock Incentive Plan authorizes the compensation committee of the Board or such other committee designated by the Board to administer the 2025 Stock Incentive Plan to provide equity based compensation in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, or other stock-based awards. A more detailed description of the 2025 Stock Incentive Plan is contained in the Company’s definitive proxy statement of Schedule 14A as filed with the Commission on April 30, 2025 under the heading “5. Adoption of the Company’s 2025 Stock and Incentive Plan”, which description of the 2025 Stock Incentive Plan is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2025 annual meeting of stockholders on June 19, 2025 (the “Meeting”). The Meeting was held in person at the Company’s principal executive offices located at 1452 Hughes Rd., Ste. 200, Grapevine, Texas 76051.
As of the record date, April 22, 2025, there were a total of 16,019,787 shares of common stock issued and outstanding, no restricted shares of common stock issued and outstanding, and 316,655 preferred shares of common stock issued and outstanding and entitled to vote at the Meeting. At the Meeting, 8,404,660 shares of common stock and preferred shares of common stock were represented in person or by proxy; therefore, a quorum was present. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 – Number of Directors
To set the number of directors that constitutes the board of directors (the “Board”) of the Company at six directors:
| Votes For | Votes Against | Abstentions | Broker Non Votes | |||||||||||
| 8,401,064 | 837 | 2,759 | 0 | |||||||||||
Proposal No. 2 - Election of Directors
To elect the following nominees to serve as members of the Company’s Board:
| Nominee Name | Votes For | Votes Withheld | Broker Non Votes | |||||||||
| Michael McFadden | 4,338,110 | 66 | 4,066,484 | |||||||||
| Kenneth Cawkell | 4,329,020 | 9,156 | 4,066,484 | |||||||||
| Rajeev ‘Rob’ Bakshi | 4,338,108 | 68 | 4,066,484 | |||||||||
| Len Mertz | 4,328,740 | 9,436 | 4,066,484 | |||||||||
| Phillip Mertz | 4,329,020 | 9,156 | 4,066,484 | |||||||||
| Robert Wills | 4,329,020 | 9,156 | 4,066,484 | |||||||||
Proposal No. 3 - Ratification of Independent Registered Public Accounting Firm
To ratify Manning Elliot LLP as the Company’s independent registered public accounting firm for the fiscal year ending on December 31, 2025:
| Votes For | Votes Against | Abstentions | Broker Non Votes | |||||||||||
| 8,402,007 | 210 | 2,443 | 0 | |||||||||||
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Proposal No. 4 – Adoption of 2025 Stock Incentive Plan Proposal
To approve, ratify and confirm the Company’s 2025 Stock and Incentive Plan:
| Votes For | Votes Against | Abstentions | Broker Non Votes | |||||||||||
| 3,858,186 | 444,702 | 35,288 | 4,066,484 | |||||||||||
At the Meeting, the number of directors was set to six (6), all nominees for director were elected to office, the ratification of the independent registered public accounting firm was approved and the adoption of the 2025 Stock Incentive Plan was approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
The following Exhibits are furnished as part of this Current Report on Form 8-K.
| Exhibit No. | Description | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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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.
| ALPHA COGNITION INC. | ||
| By: | /s/ Michael McFadden | |
| Michael McFadden | ||
| Chief Executive Officer | ||
| Dated: June 23, 2025 | ||
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