Immunic 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 4, 2025, Immunic, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Omnibus Equity Incentive Plan, as amended (the “Plan”), to increase the number of shares of common stock authorized for issuance by 7,000,000 shares to a total of 26,448,871 shares (the “Amendment”).
A description of the material terms of the Amendment is set forth under the heading “Proposal Number 2 —To Approve an Amendment to the Existing 2019 Omnibus Plan” in the proxy statement filed with the Securities and Exchange Commission (the “SEC”) on April 22, 2025, which description is hereby incorporated into this Item 5.02 by reference. A copy of the Plan, as amended by the Amendment, is attached hereto as Exhibit 10.1 and is incorporated into this Item 5.02 by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The total number of shares of common stock, par value $0.0001, entitled to vote at the Meeting was 95,817,536, and there were present at the Meeting, in person or by proxy, 61,229,143 shares, which constituted a quorum for the Meeting. At the Meeting, the stockholders voted:
(1) To elect Dr. Jörg Neermann, Ms. Tamar Howson, and Mr. Barclay Phillips as Class II Directors to serve until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified;
(2) To approve the Amendment to the Plan; and
(3) To ratify the appointment of Baker Tilly US, LLP (“Baker Tilly”) as our independent registered public accounting firm for the fiscal year ending December 31, 2025
The final results of the stockholders’ votes at the Meeting are set forth below:
Proposal 1: Election of Class II Directors
| NOMINEE | FOR | WITHHELD | BROKER NON-VOTES | |||
| Dr. Jörg Neermann | 33,851,443 | 9,697,932 | 17,679,768 | |||
| Ms. Tamar Howson | 43,286,440 | 262,935 | 17,679,768 | |||
| Mr. Barclay Phillips | 43,286,030 | 263,345 | 17,679,768 |
Proposal 2: Approval of the Amendment to the Plan
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 32,765,299 | 10,731,124 | 52,952 | 17,679,768 |
Proposal 3: Ratification of Appointment of Baker Tilly as Independent Registered Public Accounting Firm
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
| 60,427,763 | 517,037 | 284,343 | - |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Immunic, Inc. 2019 Omnibus Equity Incentive Plan, as amended |
| 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.
| Dated: June 4, 2025 | Immunic, Inc. | |
| By: | /s/ Daniel Vitt | |
| Daniel Vitt | ||
| President and Chief Executive Officer | ||