Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to the 2010 Stock Incentive
Plan
On September 24, 2018, the stockholders
of Synthetic Biologics, Inc., a Nevada corporation (the “Company”), approved an amendment to the Synthetic Biologics,
Inc. 2010 Stock Incentive Plan (the “Plan”) to increase the total number of shares of common stock that the Company
has the authority to issue under the Plan by 500,000 from a total of 500,000 shares to 1,000,000 shares (which shares amount reflects
the 1 (one) for 35 (thirty five) proportionate reverse stock split (the “Reverse Stock Split”) of the Company’s
authorized shares of common stock and outstanding shares of common stock effected on August 10, 2018). The amendment to the
Plan became effective upon the approval of the Company’s stockholders at the 2018 Annual Meeting of Stockholders (as described
below), which is more fully described below under Item 5.07 of this Current Report on Form 8-K. A description of the Plan and the
related amendment thereto is set forth in the Company’s definitive proxy statement on Schedule 14A, filed on August 14, 2018
(the “Proxy Statement”), with the U.S. Securities and Exchange Commission in connection with the Company’s 2018
Annual Meeting of Stockholders (the “2018 Annual Meeting”), in the section captioned “Proposal 5. Approval of
an amendment to our 2010 Stock Incentive Plan to increase the number of shares of common stock that we will have authority to grant
under the Plan by 500,000 shares of common stock (after giving effect to the Reverse Stock Split) and to address certain recent
changes to the U.S. federal income tax laws,” which is incorporated herein by reference and qualified in its entirety by
reference to a copy of the Plan (as amended) attached to the Proxy Statement as
Appendix B
.
Item 5.03. Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On September 24, 2018, the Company filed
a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of
State of the State of Nevada that increased the number of the Company’s authorized shares of common stock, $0.001 par value
per share, from 10,000,000 shares to 200,000,000 shares.
The foregoing description 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 filed
as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to
a Vote of Security Holders.
On September 24, 2018, the Company held
its 2018 Annual Meeting, at which a quorum was present. At the 2018 Annual Meeting, the Company’s stockholders of record
as of the close of business on August 3, 2018 voted on the following proposals and cast their votes as described below. These matters
are described in more detail in the Proxy Statement.
The number of votes cast for and against
and if applicable, the number of withheld/abstentions and broker non-votes with respect to each matter voted upon, are set forth
below.
Proposal 1 — Election of Directors.
The following three individuals were elected
as directors, to hold office until the Company’s next Annual Meeting of Stockholders and until their successors are duly
elected and qualified with the following votes:
|
Name of Director
|
Votes For
|
Withheld
|
Broker Non-Votes
|
|
|
|
|
|
|
Jeffrey J. Kraws
|
25,007,528
|
9,889,167
|
78,074,271
|
|
Scott L. Tarriff
|
24,887,587
|
10,009,108
|
78,074,271
|
|
Jeffrey Wolf
|
25,047,388
|
9,849,307
|
78,074,271
|
Proposal 2 — Ratification of the
appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31,
2018.
The Company’s stockholders ratified
the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December
31, 2018 based on the votes listed below:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
95,624,446
|
14,387,928
|
2,958,592
|
0
|
Proposal 3 – Approval of an amendment
to the Company’s Articles of Incorporation, as amended (the “Articles of Incorporation”), to increase the number
of shares of common stock, $0.001 par value per share, from 10,000,000 shares to 200,000,000 shares.
The Company’s stockholders approved
the Certificate of Amendment to the Articles of Incorporation based on the votes listed below:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
76,976,336
|
35,448,834
|
545,794
|
0
|
Proposal 4 – Approval of an adjournment
of the 2018 Annual Meeting of Stockholders, if necessary, to solicit additional proxies if there are not sufficient votes in favor
of Proposal 3.
The Company’s stockholders approved
a resolution to adjourn the 2018 Annual Meeting of Stockholders to solicit additional proxies if there were not sufficient votes
in favor of Proposal 3 based on the votes listed below.
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
78,480,467
|
33,546,396
|
944,099
|
0
|
Proposal 5 – Approval of an amendment to the Company’s
2010 Stock Incentive Plan to increase the number of shares of common stock that the Company will have authority to grant under
the Plan by 500,000 shares of common stock (after giving effect to the Reverse Stock Split) and to address certain recent changes
to the U.S. federal income tax laws.
The Company’s stockholders approved
the amendment to the Company’s 2010 Stock Incentive Plan based on the votes listed below:
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|
21,023,877
|
13,687,334
|
185,484
|
78,074,271
|
