Current Report Filing (8-k)
June 12 2020 - 4:22PM
Edgar (US Regulatory)
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 12, 2020 (June 9, 2020)
ALDEYRA THERAPEUTICS, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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001-36332
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20-1968197
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(Commission File No.)
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(IRS Employer Identification No.)
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131 Hartwell Avenue, Suite 320
Lexington, MA 02421
(Address of principal executive offices and zip code)
Registrants telephone number, including area code: (781) 761-4904
(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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the
Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, $0.001 par value per share
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ALDX
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The Nasdaq Stock Market, LLC
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Indicate by check mark whether the registrant is an emerging growth company 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.
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Submission of Matters to a Vote of Security Holders
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At the 2020 annual meeting of stockholders (the Annual Meeting) of Aldeyra Therapeutics, Inc. (the Company) held on
June 9, 2020, the following proposals were submitted to the stockholders of the Company:
Proposal 1:
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The election of two directors to serve as Class III directors until the Companys 2023 annual meeting
of stockholders or until their successors are duly elected and qualified.
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Proposal 2:
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The ratification of the appointment of BDO USA, LLP as the Companys independent registered public
accounting firm for the fiscal year ending December 31, 2020.
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Proposal 3:
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The approval, on a non-binding, advisory basis, of the compensation of
the Companys named executive officers.
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Proposal 4:
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The approval, on a non-binding, advisory basis, of the frequency with
which future stockholder advisory votes on the compensation of the Companys named executive officers will be conducted.
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For more
information about the foregoing proposals, see the Companys definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 27, 2020 (the Proxy Statement). Of the 29,670,409
shares of the Companys common stock entitled to vote at the Annual Meeting, 24,175,051 shares, or approximately 81.5%, were represented at the meeting in person or by proxy, constituting a quorum. The number of votes cast for, against or
withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
Proposal 1:
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Election of Directors.
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The Companys stockholders elected the following directors to serve as Class III directors until the 2023 annual meeting of stockholders or until
their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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Martin J. Joyce
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11,788,724
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1,370,820
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11,015,507
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Todd C. Brady, M.D., Ph.D.
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12,923,915
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235,629
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11,015,507
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Proposal 2:
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Ratification of Appointment of BDO USA, LLP.
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The Companys stockholders ratified the appointment of BDO USA, LLP as the Companys independent registered public accounting firm for the fiscal
year ending December 31, 2020. The votes regarding this proposal were as follows:
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Votes
For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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23,941,593
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198,587
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34,871
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Proposal 3:
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Advisory Vote on Executive Compensation.
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The Companys stockholders approved, on a non-binding, advisory basis, the compensation of the Companys
named executive officers as described in the Proxy Statement. The votes regarding this proposal were as follows:
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Votes
For
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Votes Against
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Votes Abstaining
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Broker Non-Votes
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8,741,646
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4,375,184
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42,714
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11,015,507
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Proposal 4:
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Advisory Vote on Frequency of Advisory Vote on Executive Compensation.
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The Companys stockholders approved, on a non-binding, advisory basis, the frequency of 1 year for future advisory
votes on the compensation of the Companys named executive officers. The votes regarding this proposal were as follows:
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1 Year
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2 Years
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3 Years
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Votes Abstaining
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Broker Non-Votes
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12,928,211
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12,570
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183,721
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35,042
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11,015,507
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Based upon the results of the stockholder vote on Proposal 4, the Company intends to submit to its stockholders a non-binding advisory vote on executive compensation at its annual meeting every year until the next advisory vote on the frequency of stockholder voting on executive compensation.
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 hereunto duly authorized.
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ALDEYRA THERAPEUTICS, INC.
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By:
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/s/ Joshua Reed
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Name: Joshua Reed
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Title: Chief Financial Officer
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Dated: June 12, 2020
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