UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 9, 2016

Rexahn Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-34079
11-3516358
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

15245 Shady Grove Road
Suite 455
Rockville, MD
20850
(Address of principal executive offices)
(Zip Code)

Registrant's telephone number, including area code:  (240) 268-5300
 
 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Section 5 – Corporate Governance and Management

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Amendment and Restatement of Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan

On June 9, 2016, at the 2016 Annual Meeting of Shareholders (the “Annual Meeting”) of Rexahn Pharmaceuticals, Inc. (the “Company”), the shareholders of the Company approved an amendment and restatement of the Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan (as amended and restated, the “Amended and Restated 2013 Plan”), including to provide for awards of restricted stock or restricted stock units. Descriptions of the amendment and restatement and the Amended and Restated 2013 Plan are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 18, 2016, in the section entitled “Proposal No. 3: Approval of Amendment to the Company’s Stock Option Plan,” which is incorporated in this report by reference. This description is qualified in its entirety by reference to the copy of the Amended and Restated 2013 Plan that is attached as Exhibit 10.1 to this Current Report on Form 8‑K.

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

The Company held the Annual Meeting on June 9, 2016. Set forth below are the three proposals that were voted on at the Annual Meeting and the shareholder votes on each such proposal, as certified by the inspector of elections for the Annual Meeting. At the Annual Meeting, the Company’s shareholders approved each of the three proposals considered, all of which are described in detail in the Definitive Proxy Statement, as filed with the SEC on April 18, 2016. Other than the three proposals set forth below and described in the Definitive Proxy Statement, no other item was submitted at the Annual Meeting for shareholder action.

On the record date for the Annual Meeting, there were 213,173,785 shares of Company common stock issued, outstanding and entitled to vote. Shareholders holding 153,062,321 shares of Company common stock were present at the Annual Meeting, in person or represented by proxy.

Proposal 1 – The seven nominees named in the Definitive Proxy Statement were elected to serve as directors for a one-year term expiring at the Company’s 2017 Annual Meeting of Shareholders. The voting results with respect to each nominee were as follows:

Director
 
For
 
Withheld
 
Broker Non-Votes
Chang H. Ahn
 
53,124,602
 
16,245,631
 
83,692,088
Charles Beever
 
52,549,708
 
16,820,525
 
83,692,088
Peter Brandt
 
52,563,361
 
16,806,872
 
83,692,088
Mark Carthy
 
52,556,167
 
16,814,066
 
83,692,088
Kwang Soo Cheong
 
52,969,552
 
16,400,681
 
83,692,088
Richard J. Rodgers
 
52,561,774
 
16,808,459
 
83,692,088
Peter Suzdak
 
52,548,811
 
16,821,422
 
83,692,088
 
Proposal 2 – The appointment of Baker Tilly Virchow Krause, LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2016 was ratified by a majority of the votes cast. The voting results are as follows:

For
 
Against
 
Abstain
130,898,861
 
4,983,500
 
17,179,960

There were no broker non-votes for Proposal 2 .

Proposal 3 – The amendment and restatement of the 2013 Plan, including to provide for awards of restricted stock or restricted stock units, was approved by a majority of the votes cast. The voting results were as follows:

For
 
Against
 
Abstain
48,512,254
 
5,736,371
 
15,121,608

There were 83,692,088 broker non-votes for Proposal 3 .

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.
Description
   
10.1
Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan, as Amended and Restated
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

 
REXAHN PHARMACEUTICALS, INC.
Dated:
 June 10, 2016
   
 
/s/ Peter Suzdak
 
 
Peter Suzdak
 
 
Chief Executive Officer
 
 
EXHIBIT INDEX

Exhibit No.
Description
   
Rexahn Pharmaceuticals, Inc. 2013 Stock Option Plan, as Amended and Restated

 
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