Ocular Therapeutix 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
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area
code: (
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 12, 2024, Ocular Therapeutix, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s stockholders approved an amendment (“Amendment No. 3”) to the Company’s 2021 Stock Incentive Plan, as amended (the “2021 Stock Incentive Plan”). Amendment No. 3, which had previously been adopted by the Company’s Board of Directors subject to stockholder approval, increased the number of shares of common stock of the Company issuable under the 2021 Stock Incentive Plan by 7,000,000 shares.
A description of the material terms and conditions of Amendment No. 3 is set forth in Proposal 3 on pages 39 to 51 of the Company’s definitive proxy statement for the 2024 Annual Meeting, filed with the Securities and Exchange Commission on April 29, 2024, and is incorporated herein by reference. This summary of Amendment No. 3 is qualified in its entirety by reference to the full text of the 2021 Stock Incentive Plan, as amended by Amendment No. 3, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2024 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Amendment”), to increase the number of authorized shares of the Company’s common stock from 200,000,000 shares to 400,000,000 shares. The additional common stock authorized by the Certificate of Amendment has rights identical to the Company’s currently outstanding common stock. The Company filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 12, 2024.
The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following is a summary of the matters voted on at the 2024 Annual Meeting.
| (1) | The Company’s stockholders elected Adrienne L. Graves, Ph.D. and Charles Warden as Class I directors to serve until the 2027 Annual Meeting of Stockholders, each such director to hold office until her or his successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class I directors were as follows: |
| Name | Votes For | Votes Withheld |
Broker Non-Votes |
||||||
| Adrienne L. Graves, Ph.D. | 85,368,917 | 389,155 | 35,036,868 | ||||||
| Charles Warden | 78,505,842 | 7,252,230 | 35,036,868 |
| (2) | The Company’s stockholders approved a non-binding, advisory proposal regarding the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||
| 76,321,509 | 9,265,164 | 171,399 | 35,036,868 |
| (3) | The Company’s stockholders approved Amendment No. 3 to increase the number of shares of common stock of the Company issuable under the 2021 Stock Incentive Plan by 7,000,000 shares. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 84,021,277 | 1,650,947 | 85,848 | 35,036,868 | ||||||||
| (4) | The Company’s stockholders approved the proposal to amend the Company’s Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||
| 112,604,813 | 8,024,680 | 165,447 | ─ |
| (5) | The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the stockholders’ vote with respect to such ratification were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||
| 119,634,478 | 859,430 | 301,032 | ─ |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
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.
| OCULAR THERAPEUTIX, INC. | ||
| Date: June 14, 2024 | By: | /s/ Donald Notman |
| Name: Donald Notman | ||
| Title: Chief Financial Officer | ||