Windtree Therapeutics Inc.

09/24/2024 | Press release | Distributed by Public on 09/24/2024 15:22

Proxy Results Form 8 K

Item 5.07
Submission of Matters to a Vote of Security Holders
On September 24, 2024, Windtree Therapeutics, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") virtually. As of August 28, 2024, the record date for the Annual Meeting, there were 591,909 outstanding shares of the Company's common stock. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in the Company's Definitive Proxy Statement on Schedule 14A for the Annual Meeting, filed with the U.S. Securities and Exchange Commission on September 3, 2024.
(a)
Proposal 1 - Election of the Four Director Nominees to Serve until the Company's 2025 Annual Meeting.
The votes with respect to the election of four directors to hold office until the 2025 annual meeting were as follows:
Director
Votes For
Votes Withheld
Broker Non-Votes
Craig E. Fraser
258,847
13,702
112,534
Jed Latkin
258,619
13,930
112,534
Saundra Pelletier
259,027
13,522
112,534
Mark Strobeck, Ph.D.
261,491
11,058
112,534
(b)
Proposal 2 - Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers.
The votes with respect to the approval, on an advisory basis, of the compensation of the Company's named executive officers were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
252,693
11,061
8,795
112,534
(c)
Proposal 3 - Ratification of Appointment of EisnerAmper LLP as the Company's Independent Registered Public Accounting Firm for 2024.
The votes with respect to the ratification of appointment of EisnerAmper LLP as the Company's Independent Registered Public Accounting Firm for 2024 were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
368,203
7,737
9,143
N/A
(d)
Proposal 4 - Approval of the issuance of shares of common stock, in accordance with Nasdaq Listing Rule 5635(d), pursuant to the Committed Equity Financing.
The votes with respect to the approval of the issuance of shares of common stock, in accordance with Nasdaq Listing Rule 5635(d), pursuant to the Committed Equity Financing were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
255,211
8,648
8,690
112,534
(e)
Proposal 5 - Approval of the issuance of shares of common stock, in accordance with Nasdaq Listing Rule 5635(d), upon (i) the conversion of the Company's Series C Convertible Preferred Stock with an initial conversion price of $3.74, which is subject to adjustment to no lower than $1.28 per share, and (ii) the exercise of warrants to purchase common stock issued in connection therewith, with an initial exercise price of $4.11, subject to customary adjustments.
The votes with respect to the approval of the issuance of shares of common stock, in accordance with Nasdaq Listing Rule 5635(d), upon (i) the conversion of the Company's Series C Convertible Preferred Stock with an initial conversion price of $3.74, which is subject to adjustment to no lower than $1.28 per share, and (ii) the exercise of warrants to purchase common stock issued in connection therewith, with an initial exercise price of $4.11, subject to customary adjustments, were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
251,535
9,246
11,768
112,534