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):  May 17, 2019

ACER THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware

 

001-33004

 

32-0426967

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

One Gateway Center, Suite 351
300 Washington Street

Newton, Massachusetts

 

02458

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code:   (844) 902-6100

N/A

(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 obligations 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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

Title of each class

Trading symbol(s) 

Name of each exchange on which registered

Common Stock, $0.0001 par value per share

ACER

The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b–2 of the Securities Exchange Act of 1934 (§240.12b–2 of this chapter).  

 

Emerging growth company   ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐


 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

The Annual Meeting of Stockholders of Acer Therapeutics Inc. (the “Company”) was held on May 17, 2019 (the “Annual Meeting”).  Four proposals were submitted to stockholders as described in the Proxy Statement for the Annual Meeting and were approved by the Company’s stockholders at the Annual Meeting.  The proposals and the results of the stockholder votes are as follows.

 

1.  Proposal to elect five directors to serve until the 2020 annual meeting or until their successors are duly elected and qualified:

 

 

For

Withheld

Broker Non-Votes

 

 

 

 

Stephen J. Aselage

7,287,203

134,960

2,194,864

Jason Amello

7,295,630

126,533

2,194,864

John M. Dunn

7,289,444

132,719

2,194,864

Michelle Griffin

7,295,599

126,564

2,194,864

Chris Schelling

7,295,646

126,517

2,194,864

 

 

2.  Proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers:

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

7,401,954

12,262

7,947

2,194,864

 

 

3.  Proposal to approve, on a non-binding advisory basis, the frequency of holding an advisory vote on named executive officer compensation:

 

1 Year

2 Years

3 Years

Abstain

Broker Non-Votes

 

 

 

 

 

1,132,056

2,677,407

3,610,848

1,852

2,194,864

 

 

4.  Proposal to ratify the appointment of BDO USA, LLP as independent auditors for the fiscal year ending December 31, 2019:

 

For

Against

Abstain

Broker Non-Votes

 

 

 

 

9,564,946

33,840

18,241

0

 

 


2

 

 

SIGNATURES

 

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

 

 

 

Dated: May 22, 2019

ACER THERAPEUTICS INC.

 

 

 

 

 

 

By:

/s/ Harry Palmin 

 

 

 

Harry Palmin

 

 

 

Chief Operating Officer and Chief Financial Officer

 

 

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