CorMedix Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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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.
The stockholders of CorMedix Inc. (the “Company”) approved Amendment No. 1 (the “Plan Amendment”) to the Amended and Restated CorMedix Inc. 2019 Omnibus Stock Incentive Plan (as amended, the “Omnibus Stock Incentive Plan”) at the Company’s annual meeting of stockholders (the “2024 Annual Meeting”). The Company’s stockholders approved the Plan Amendment in accordance with the voting results set forth below under Item 5.07. The Plan Amendment was previously adopted by the Company’s Board of Directors, subject to shareholder approval.
The material terms of the Plan Amendment were described in the Company’s Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on October 8, 2024, under the caption “Proposal 3 – Approval of Amendment to Amended and Restated 2019 Omnibus Stock Incentive Plan”. The Plan Amendment authorizes an increase in the number of shares of the Company’s common stock that are available for issuance pursuant to the Omnibus Stock Incentive Plan, as more fully described in the Proxy Statement.
The above description of the Plan Amendment does not purport to be complete and is qualified in its entirety by the full text of the Plan Amendment, set forth in Exhibit 10.1, and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the 2024 Annual Meeting virtually on November 21, 2024 at 9:00 a.m., Easter Time. Holders of shares of the Company’s common stock, Series E Preferred Stock and Series G Preferred Stock were entitled to vote at the 2024 Annual Meeting.
The Company’s stockholders voted on the following four proposals at the Annual Meeting, casting their votes as described below. For more information about the following proposals, please see the Proxy Statement.
Proposal No. 1 - Election of Directors. The following individuals, each of whom was named as a nominee in the Proxy Statement, were elected by the Company’s stockholders by a plurality of votes cast to serve on the Company’s board of directors until the Company’s 2025 annual meeting of stockholders. Information on the vote relating to each director standing for election is set forth below:
| Nominee | FOR | WITHHELD | BROKER NON-VOTES | |||||||||
| Janet Dillione | 17,928,669 | 2,212,986 | 20,924,754 | |||||||||
| Gregory Duncan | 19,823,680 | 317,975 | 20,924,754 | |||||||||
| Alan W. Dunton | 19,484,920 | 656,735 | 20,924,754 | |||||||||
| Myron Kaplan | 15,871,681 | 4,269,974 | 20,924,754 | |||||||||
| Steven Lefkowitz | 19,894,076 | 247,579 | 20,924,754 | |||||||||
| Robert Stewart | 18,514,483 | 1,627,172 | 20,924,754 | |||||||||
| Joseph Todisco | 19,963,389 | 178,266 | 20,924,754 | |||||||||
Proposal No. 2 - Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers for 2023. Proposal No. 2 was to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers for 2023, as disclosed in the Proxy Statement. The proposal was approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 17,510,538 | 2,400,036 | 231,081 | 20,924,754 |
Proposal No. 3 - Approval of Amendment to the Amended and Restated 2019 Omnibus Stock Incentive Plan. Proposal No. 3 was to approve an amendment to the Amended and Restated 2019 Omnibus Stock Incentive Plan to increase the number of shares authorized for issuance thereunder. The proposal was approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 16,547,858 | 2,830,486 | 763,311 | 20,924,754 |
Proposal No. 4 - Ratification of Appointment of Independent Registered Public Accounting Firm. Proposal No. 4 was to ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The proposal was approved. The results of the vote taken were as follows:
| FOR | AGAINST | ABSTAIN | ||
| 40,481,608 | 215,107 | 369,694 |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Amendment No. 1 to the Amended and Restated CorMedix Inc. 2019 Omnibus Stock Incentive Plan (Incorporated by reference to Appendix A to CorMedix Inc.'s Proxy Statement on Schedule 14A dated October 8, 2024. See SEC File Number 001-34673) | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document). |
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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.
| CORMEDIX INC. | ||
| Date: November 25, 2024 | By: | /s/ Joseph Todisco |
| Name: | Joseph Todisco | |
| Title: | Chief Executive Officer | |
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