UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.07 - Submission of Matters to a Vote of Security Holders.
The Company held its annual meeting (the “Annual Meeting”) of shareholders on June 2, 2023, which was adjourned and reconvened on June 23, 2023. The following proposals were submitted to the shareholders at the Annual Meeting:
(a) To elect two Class I directors to the Company’s board of directors, to serve until the 2026 annual meeting of shareholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal;
(b) To ratify the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023; and
(c) To approve the Amended and Restated 2019 Equity Incentive Plan to increase the number of shares of our common stock available for issuance thereunder by 300,000 shares.
The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2023. The number of shares of common stock entitled to vote at the Annual Meeting was 2,585,702. The number of shares of common stock present or represented by proxy at the Annual Meeting was 1,170,280, thus a quorum was not met under the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”) and the Company’s Second Amended and Restated Bylaws (the “Bylaws”). Pursuant to Section 2.7 of the Bylaws, all shareholders who attended the previously adjourned Annual Meeting, in person or by proxy, constitute a quorum for the sole purpose of proposal (a) above, the election of directors. Regarding the other proposals, pursuant to Section 2.6 of the Bylaws, proposals (b) and (c) above were not voted upon or approved by the Company’s shareholders. The number of votes cast for, against and withheld and broker non-votes with respect to proposal (a) above is set forth below:
(a) Election of Class I Directors.
All director nominees were elected.
| Director Nominee |
Votes For | Votes Against | Votes Withheld | |||
| Andrew Drechsler |
242,389 | 0 | 81,607 | |||
| Gerri Henwood |
238,107 | 0 | 85,889 |
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.
| Baudax Bio, Inc. | ||
| By: | /s/ Gerri A. Henwood | |
| Name: | Gerri A. Henwood | |
| Title: | President and Chief Executive Officer | |
Date: June 27, 2023