Enveric Biosciences Inc. filed SEC Form 8-K: Financial Statements and Exhibits
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 29, 2025, Enveric Biosciences, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). A total of 1,206,498 shares of the Company’s common stock were present in person or represented by proxy at the 2025 Annual Meeting, which represented 48.81% of the outstanding shares of common stock entitled to vote at the 2025 Annual Meeting and constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote per share of common stock held as of the close of business on April 4, 2025, the record date for the 2025 Annual Meeting. The matters submitted for a vote and the related results are set forth below. At the Annual Meeting, our stockholders voted on each of the following four matters:
| ● | The election of six directors, to serve until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified (“Election of Directors”); | |
| ● | An advisory vote to approve the compensation of the Company’s named executive officers, as disclosed in the proxy statement (the “Say-on-Pay Proposal”); | |
| ● | The conditional approval to authorize the Company’s board of directors to amend the Company’s certificate of incorporation, to effect a reverse stock split in the range between 1:5 and 1:50 (the “Reverse Stock Split”), without reducing the number of authorized shares of common stock, at the discretion of the Company’s board of directors in the event the Company receives a delisting determination, prior to January 28, 2026, from the Nasdaq Stock Market LLC due to a default of the minimum bid price requirement (the “Conditional Reverse Stock Split Proposal”); and | |
| ● | The ratification and appointment of CBIZ CPAs P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal”). |
The final vote results for each of these four matters is set forth below.
| 1. | The votes cast on the Election of Directors were as follows: |
| Nominee | Votes For | Withheld | Broker Non-Votes | |||
| Michael D. Webb | 175,763 | 155,118 | 875,617 | |||
| George Kegler | 148,785 | 182,096 | 875,617 | |||
| Frank Pasqualone | 174,829 | 156,052 | 875,617 | |||
| Marcus Schabacker, M.D., Ph.D. | 266,476 | 64,405 | 875,617 | |||
| Joseph Tucker, Ph.D. | 266,855 | 64,026 | 875,617 | |||
| Sheila DeWitt, Ph.D | 265,640 | 65,241 | 875,617 |
| 2. | The votes cast on the advisory vote for the Say-on-Pay Proposal were as follows: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 253,560 | 75,850 | 1,471 | 875,617 |
| 3. | The votes cast on the Conditional Reverse Stock Split Proposal were as follows: |
| Votes For | Votes Against | Abstentions | ||
| 881,471 | 301,346 | 23,681 |
| 4. | The votes cast on the Auditor Ratification were as follows: |
| Votes For | Votes Against | Abstentions | ||
| 1,082,606 | 115,857 | 8,035 |
For more information about the foregoing proposals, please see the Company’s Proxy Statement for the 2025 Annual Meeting. The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: June 3, 2025 | ENVERIC BIOSCIENCES, INC. | |
| By: | /s/ Joseph Tucker | |
| Joseph Tucker, Ph.D. | ||
| Chief Executive Officer | ||