Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of AcelRx Pharmaceuticals, Inc. (the “Company”) was held on July 15, 2022. Proxies for the Annual Meeting were solicited by the Board of Directors of the Company (the “Board”) pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition to the Board’s solicitation. There were 147,116,132 shares of common stock entitled to vote at the Annual Meeting. A total of 85,818,978 shares were represented at the Annual Meeting in person or by proxy. The final votes on the proposals presented at the Annual Meeting were as follows:
Proposal 1: Election of Directors
Vincent J. Angotti, Stephen J. Hoffman, M.D. Ph.D., and Pamela P. Palmer, M.D., Ph.D. were elected as Class II directors to hold office until the 2025 Annual Meeting of Stockholders by the following vote:
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Nominee
|
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For
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|
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Withheld
|
|
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Broker Non-Votes
|
|
|
Vincent J. Angotti
|
|
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34,910,467 |
|
|
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11,499,175 |
|
|
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39,409,336 |
|
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Stephen J. Hoffman, M.D. Ph.D.
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|
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36,208,416 |
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|
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10,201,226 |
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|
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39,409,336 |
|
|
Pamela P. Palmer, M.D., Ph.D.
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|
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37,645,964 |
|
|
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8,763,678 |
|
|
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39,409,336 |
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Proposal 2: Ratification of the Selection of Independent Registered Public Accounting Firm
The selection by the Audit Committee of the Board of WithumSmith+Brown, PC as our independent registered public accounting firm for the year ending December 31, 2022 was ratified by the following vote:
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For
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|
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Against
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|
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Abstain
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|
| 81,188,023 |
|
|
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3,525,987 |
|
|
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1,104,968 |
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Proposal 3: Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers
The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s Proxy Statement was approved by the following vote:
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For
|
|
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Against
|
|
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Abstain
|
|
| 31,558,701 |
|
|
|
13,310,245 |
|
|
|
39,409,336 |
|
At the time of the Annual Meeting, there were insufficient votes to pass Proposal 4, which sought to approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 200 million to 300 million shares. The Annual Meeting was adjourned prior to voting on Proposal 4 to allow additional time for voting. As announced during the Annual Meeting, the Annual Meeting will reconvene at 10:00 a.m. Pacific Time on July 22, 2022. Due to public health concerns arising from the COVID-19 pandemic, the reconvened Annual Meeting will be completely virtual and conducted via live webcast. The Company’s stockholders of record as of the close of business on the original record date of May 25, 2022, can attend the reconvened Annual Meeting by visiting the same virtual meeting link and using the same access code that was used for this portion of the meeting, where they will be able to listen to the meeting live, submit questions and vote online. During the period of adjournment, stockholders who are voting by proxy may vote or revoke or change their vote as to Proposal 4 to be considered at the reconvened meeting until then.
During the period of the adjournment, the poll for Proposal 4 will remain open while the Company continues to solicit votes from its stockholders with respect to this Proposal 4 for the Annual Meeting. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Annual Meeting will be voted at the adjourned Annual Meeting unless properly revoked in accordance with the procedures described in the Proxy Statement.
The close of business on May 25, 2022, will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Annual Meeting.
Additional Information and Where to Find It
In connection with the Annual Meeting of stockholders, the Company filed with the SEC a definitive proxy statement of which notice was mailed to the Company’s stockholders as of the record date for the Annual Meeting of stockholders. STOCKHOLDERS AND OTHER INTERESTED PERSONS ARE ADVISED TO READ THE DEFINITIVE PROXY STATEMENT, AS WELL AS ANY AMENDMENTS THERETO, BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT THE MATTERS BEFORE THE STOCKHOLDERS AT THE ANNUAL MEETING. The Company’s stockholders may also obtain copies of the Proxy Statement, the Annual Report to stockholders and all other relevant documents filed or that will be filed with the SEC in connection with the Annual Meeting, without charge, once available, at the SEC’s website at http://www.sec.gov or by directing a request to: AcelRx Pharmaceuticals, Inc., 25821 Industrial Boulevard, Suite 400, Hayward, CA 94545.
Participants in the Solicitation
The Company and certain of its respective directors, executive officers, and other members of management and employees may be deemed participants in the solicitation of proxies of the Company’s stockholders in connection with the Annual Meeting. STOCKHOLDERS AND OTHER INTERESTED PERSONS MAY OBTAIN, WITHOUT CHARGE, MORE DETAILED INFORMATION REGARDING THE DIRECTORS AND OFFICERS OF THE COMPANY IN ITS ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2021, WHICH WAS FILED WITH THE SEC ON MARCH 10, 2022.