Clene Inc. filed SEC Form 8-K: Leadership Update, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
|
|
|
(State or other jurisdiction
|
(Commission File Number)
|
(IRS Employer
|
of incorporation)
|
Identification No.)
|
|
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
|
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))
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
||
|
|
The
|
||
|
The
|
1.
|
The following nominees were elected to serve as Class I directors until the expiration of their three-year term at the annual meeting of stockholders in 2027, or until their successors are duly elected and qualified, based upon the following votes:
|
For | Withheld | Broker Non-Votes | ||||
Jonathon T. Gay | 66,927,903 | 4,154,112 | 22,570,566 | |||
Vallerie V. McLaughlin, M.D. | 68,294,702 | 2,787,313 | 22,570,566 | |||
Reed N. Wilcox | 70,268,133 | 813,882 | 22,570,566 |
2.
|
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2024 was ratified based upon the following votes:
|
For | Against | Abstained | ||
93,039,258 | 347,252 | 266,071 |
3.
|
The compensation of the Company’s Named Executive Officers (“NEOs”) was approved, on an advisory basis, based upon the following votes:
|
For | Against | Abstained | Broker Non-Votes | |||
66,839,731 | 3,802,191 | 440,093 | 22,570,566 |
4.
|
The preferred frequency of stockholder advisory votes on the compensation of the Company’s NEOs was indicated, on an advisory basis, based upon the following votes:
|
One Year | Two Years | Three Years | Abstained | |||
69,424,151 | 358,035 | 750,233 | 529,596 |
5.
|
An amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company was approved, thus increasing the number of authorized shares of Common Stock to 600,000,000, based upon the following votes:
|
For | Against | Abstained | ||
81,028,447 | 12,355,494 | 268,640 |
6.
|
An amendment to the Clene Inc. Amended 2020 Stock Plan was approved, thus increasing the number of shares of Common Stock reserved for issuance thereunder by 30,000,000 shares, based upon the following votes:
|
For | Against | Abstained | Broker Non-Votes | |||
65,587,834 | 5,280,414 | 213,767 | 22,570,566 |
7.
|
An amendment to the Fourth Amended and Restated Certificate of Incorporation of the Company was approved to effect a reverse stock split at a ratio not less than 1-for-5 and not greater than 1-for-20, with the exact ratio to be set within that range at the discretion of the board of directors of the Company without further approval or authorization of the Company’s stockholders, based upon the following votes:
|
For | Against | Abstained | ||
88,626,360 | 4,963,412 | 62,809 |
8.
|
The adjournment of the Annual Meeting, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes to approve any of the proposals at the time of the Annual Meeting was approved based upon the following votes:
|
For | Against | Abstained | ||
85,839,977 | 7,316,949 | 495,655 |
Exhibit Number |
Exhibit Description
|
|
3.1* | ||
10.1* | Clene Inc. Amended 2020 Stock Plan. | |
104 |
Cover Page Interactive Data File (formatted as Inline XBRL).
|
*
|
Filed herewith.
|
CLENE INC.
|
||
Date: May 30, 2024
|
By:
|
/s/ Robert Etherington
|
Robert Etherington
|
||
President and Chief Executive Officer
|