Anika Therapeutics 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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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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. |
Amendment of the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan
On April 21, 2025, the board of directors, or the Board, of Anika Therapeutics, Inc., or the Company, adopted and approved, subject to stockholder approval, an amendment, or the Amendment, to the Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan as previously amended, or the 2017 Plan. Stockholders approved the Amendment at the Company’s Annual Meeting of Stockholders held on June 20, 2025, or the Annual Meeting, as described under Item 5.07 below. The Amendment increases the number of shares of common stock reserved under the 2017 Plan by 475,000 from 5,285,000 to 5,760,000. Additionally, the Amendment provides that all 5,760,000 shares authorized under the 2017 Plan may be granted as incentive stock options in accordance with Section 422 of the Internal Revenue Code of 1986. No other provisions of the 2017 Plan were amended by the Amendment.
A summary of the principal features of the 2017 Plan is included in the proxy statement for the Annual Meeting, which the Company filed with the Securities and Exchange Commission on April 28, 2025, and which the Company refers to below as the Proxy Statement. The foregoing description is qualified in its entirety by reference to the text of the 2017 Plan, as amended by the Amendment, which is filed as an exhibit to this Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on June 20, 2025. The Board solicited proxies for the Annual Meeting pursuant to the Proxy Statement. There was no solicitation in opposition to the Board’s solicitation. The number of shares of the Company’s common stock, $0.01 par value per share, entitled to vote at the Annual Meeting was 14,341,423. A total of 12,351,806 shares of common stock were present in person or by proxy at the Annual Meeting, representing 86.13% of the voting power entitled to vote at the Annual Meeting. Each share of common stock was entitled to one vote with respect to each matter submitted to a vote at the Annual Meeting, and the voting results reported below are final.
The matters considered and voted on by the stockholders at the Annual Meeting and the votes of the stockholders were as follows:
PROPOSAL 1
Stockholders voted as follows with respect to election of each of the director nominees identified in the Proxy Statement:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||
| Cheryl R. Blanchard, Ph.D. | 8,754,717 | 2,139,215 | 51,074 | 1,406,800 | ||||
| Joseph H. Capper | 10,521,730 | 387,385 | 35,891 | 1,406,800 | ||||
| Glenn R. Larsen, Ph.D. | 8,712,940 | 2,202,441 | 29,625 | 1,406,800 |
As a result of this vote, Dr. Blanchard, Mr. Capper and Dr. Larsen were elected as Class II directors to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until his or her earlier resignation or removal.
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PROPOSAL 2
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Stockholders voted as follows with respect to this ratification proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 12,076,726 | 248,610 | 26,470 | 0 |
PROPOSAL 3
Stockholders voted, on a non-binding, advisory basis, to approve the compensation paid to the Company’s named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion set forth in the Proxy Statement. Stockholders voted as follows with respect to this proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 8,374,076 | 2,529,081 | 41,849 | 1,406,800 |
PROPOSAL 4
Stockholders approved the Amendment with respect to the 2017 Plan. Stockholders voted as follows with respect to this proposal:
| For | Against | Abstain | Broker Non-Votes | |||
| 8,297,563 | 2,608,925 | 38,518 | 1,406,800 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1† | Anika Therapeutics, Inc. 2017 Omnibus Incentive Plan (as amended effective June 20, 2025) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
† Management contract or compensatory plan or arrangement.
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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.
| Anika Therapeutics, Inc. | ||
| Date: June 24, 2025 | By: | /s/ Cheryl R. Blanchard |
| Cheryl R. Blanchard | ||
| President and Chief Executive Officer | ||
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