Palatin Technologies Inc.

07/29/2025 | Press release | Distributed by Public on 07/29/2025 07:01

Proxy Results (Form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 25, 2025, Palatin Technologies, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting") to consider and vote on the following: (1) election of directors ("Item 1"), (2) an amendment to the Company's Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock (the "Common Stock") at a ratio of no less than 1-for-50 and not greater than 1-for-100 ("Item 2") (3) ratification of the appointment of the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025 ("Item 3"), (4) approval of the issuance of shares of Common Stock upon exercise of certain Series B Common Stock purchase warrants ("Item 4"); (5) approval of the issuance of shares of Common Stock upon the exercise of certain Series D Common Stock purchase warrants ("Item 5"); (6) approval of the issuance of shares of Common Stock upon exercise of certain Series I Common Stock purchase warrants ("Item 6"); (7) approval of an amendment to the Company's 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 3,000,000 shares ("Item 7"), (8) advisory approval of the frequency of future advisory votes on the compensation of our named executive officers (every year, every two years or every three years) ("Item 8") and (9) advisory approval of the compensation of the Company's named executive officers for the fiscal year ended June 30, 2024 ("Item 9").

As of June 20, 2025 (the "Record Date"), the total number of votes entitled to be cast at the Annual Meeting was 49,583,231, consisting of (i) 46,479,861 shares of Common Stock or equivalents thereof, each share entitled to one vote, (ii) 4,030 shares of Series A Preferred Stock, each share entitled to approximately 3.09 votes, representing an aggregate of 12,462 votes, and (iii) 3,400 shares of Series D Preferred Stock, each share entitled to approximately 909.09 votes per share, representing an aggregate of 3,090,908 votes. At the Annual Meeting, the total number of votes present in person or by proxy was 20,762,856, comprising 41.87% of the votes entitled to be cast at the Annual Meeting.

Item 1.

Election of Directors: The stockholders elected the following four directors to serve until the next annual meeting, or until their successors are elected and qualified, by the votes set forth below:

Nominees

FOR

WITHHELD

BROKER NON-VOTES

Carl Spana, Ph.D.

6,947,650

1,417,485

12,397,721

John K. A. Prendergast, Ph.D.

6,997,478

1,367,657

12,397,721

Alan W. Dunton, M.D.

7,001,861

1,363,274

12,397,721

Arlene M. Morris

6,999,016

1,366,119

12,397,721

Item 2.

To approve an amendment of the Company's Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock at a ratio of no less than 1-for-50 and not greater than 1-for-100. The stockholders ratified the amendment as set forth below, with the exact ratio of the split to be determined by the Board of Directors in its sole discretion:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

12,442,489

8,230,553

109,814

-

\

Item 3.

To ratify the appointment of KPMG LLP as Palatin's independent registered public accounting firm for the fiscal year ending June 30, 2025. The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2025, by the votes set forth below:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

19,422,097

1,198,220

142,538

-

2

Item 4.

To approve the issuance of shares of common stock upon the exercise of certain Series B Common Stock purchase warrants. The stockholders approved the issuance of common stock upon the exercise of Series B Common Stock purchase warrants by the vote set forth below:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

5,213,886

3,052,193

99,056

12,397,721

Item 5.

To approve the issuance of shares of common stock upon the exercise of certain Series D Common Stock purchase warrants. The stockholders approved the issuance of common stock upon the exercise of Series B Common Stock purchase warrants by the vote set forth below:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

5,238,998

3,032,462

93,675

12,397,721

Item 6.

To approve the issuance of shares of common stock upon the exercise of certain Series I Common Stock purchase warrants. The stockholders approved the issuance of common stock upon the exercise of Series I Common Stock purchase warrants by the vote set forth below:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

5,240,380

3,031,054

93,701

12,397,721

Item 7.

To approve an amendment to our 2011 Stock Incentive Plan, as amended and restated, to increase the number of shares available for equity awards by 3,000,000 shares. The stockholders approved the amendment to the Company's 2011 Stock Incentive Plan to increase the number of shares available for equity awards by 3,000,000 shares, by the votes set forth below:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

4,910,514

3,188,039

266,582

12,397,721

Item 8.

To approve, on an advisory, non-binding basis, the frequency of future advisory votes on the compensation of our named executive officers. The stockholders voted to advise the Company that the frequency of future advisory votes on the compensation of our named executive officers should be every year:

ONE YEAR

2 YEARS

3 YEARS

ABSTAIN

BROKER NON-VOTES

7,306,473

231,949

490,141

336,572

12,397,721

Item 9.

To approve, on an advisory, non-binding basis, the compensation of our named executive officers for the fiscal year ended June 30, 2024. The stockholders voted to advise the Company that they approve the compensation of the Company's named executive officers, by the votes set forth below:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

6,236,240

1,819,231

309,664

12,397,721

3

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