Titan Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Titan Pharmaceuticals, Inc. (the “Company”) was held pursuant to notice on June 16, 2025 at the offices of Olshan Frome Wolosky LLP located at 1325 Avenue of the Americas, 15th Floor, New York, New York 10019. As of the record date, there were 914,234 shares of common stock outstanding and entitled to vote at the Annual Meeting. The total number of shares of common stock voted in person or by proxy at the Annual Meeting was 495,640 shares, representing approximately 54.21% of the shares of common stock outstanding and entitled to vote at the Annual Meeting.
Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Proxy Statement, and are incorporated herein by reference.
Proposal 1 – The election of five directors, to serve until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified.
| Director Nominee | Votes For | Votes Withheld |
| Avraham Ben-Tzvi | 302,105 | 7,955 |
| Brynner Chiam | 303,761 | 6,299 |
| Francisco Osvaldo Flores Garcia | 300,685 | 9,375 |
| Firdauz Edmin Bin Mokhtar | 303,672 | 6,388 |
| Gabriel Loh | 303,746 | 6,314 |
Proposal 2 – Approval of the issuance of more than 20% of the Company’s common stock pursuant to a private placement transaction for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d).
| Votes For | Votes Against | Abstentions |
| 280,752 | 21,666 | 7,642 |
Proposal 3 – Approval of an amendment to the Company’s Fourth Amended and Restated 2015 Omnibus Equity Incentive Plan (the “2015 Plan”) to (i) increase the total number of shares authorized for issuance thereunder and (ii) extend the term of the 2015 Plan by an additional five years.
| Votes For | Votes Against | Abstentions |
| 281,463 | 20,676 | 7,921 |
Proposal 4 – The ratification of Enrome LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025.
| Votes For | Votes Against | Abstentions |
| 476,200 | 9,018 | 10,422 |
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Proposal 5 – The advisory (non-binding) approval of the compensation of the Company's named executive officers.
| Votes For | Votes Against | Abstentions |
| 272,994 | 22,536 | 14,530 |
Proposal 6 – Approval, on a non-binding advisory basis, of the frequency of future advisory votes on executive compensation.
| Every 1 Year | Every 2 Years | Every 3 Years | Abstentions |
| 50,520 | 255,240 | 2,840 | 1,460 |
After taking into consideration the foregoing voting results and the prior recommendations of the Board of Directors, the Company will hold an advisory “say-on-pay” vote every two years in connection with its annual meeting of stockholders until the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interest of the Company.
For Proposals 1, 2, 3, 5 and 6, broker non-votes amounted to 185,580.
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| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit Number | Description | |
| 104 | Cover Page Interactive Data (embedded within the Inline XBRL document). |
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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.
| TITAN PHARMACEUTICALS, INC. | ||
| By: | /s/ Chay Weei Jye | |
| Chay Weei Jye | ||
| Chief Executive Officer | ||
| Date: June 18, 2025 | ||
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