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EX-10.1 - LONG-TERM INCENTIVE PLAN. - Adynxx, Inc.hplf_ex101.htm


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):  December 19, 2011
 
Alliqua, Inc.
(Exact Name of Registrant as Specified in its Charter)
 
Florida
 
000-29819
 
58-2349413
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)
     

850 Third Avenue
Suite 1801
New York, New York
 
10022
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (646) 218-1450

(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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

 


 
 

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

At the annual meeting of shareholders of Alliqua, Inc. (the “Company”) held on December 19, 2011, the shareholders approved the Alliqua, Inc. 2011 Long-Term Incentive Plan (the “2011 Plan”).  The 2011 Plan was recommended by the Company’s board of directors (the “Board”) and described in the Company’s definitive proxy statement for the annual meeting.

The 2011 Plan authorizes the issuance of up to 40,000,000 shares of the Company’s common stock, subject to certain adjustments, to employees, contractors and directors of the Company and its subsidiaries. The 2011 Plan is intended to enable the Company to remain competitive and innovative in its ability to attract, motivate, reward and retain the services of key employees, certain key contractors, and non-employee directors.  The 2011 Plan provides for the granting of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards, dividend equivalent rights, and other awards which may be granted singly, in combination, or in tandem, and which may be paid in cash or shares of common stock.  

The 2011 Plan became effective on November 8, 2011, subject to and conditioned upon shareholder approval, and will terminate on November 8, 2021.  No award may be made under the 2011 Plan after its expiration date, but awards made prior thereto may extend beyond that date.

For more information about the 2011 Plan, see the Company’s definitive proxy statement dated November 9, 2011, the relevant portions of which are incorporated herein by reference. The description above and such portions of the proxy statement are qualified in their entirety by reference to the full text of the 2011 Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

On December 19, 2011, the Company held its annual meeting of shareholders.  The following three proposals were submitted to the shareholders at the Meeting:

(1)  
Election of three Class II directors to serve on the board of directors for a term of three years or until their successors are elected and qualified, for which the following were nominees: Michael M. Goldberg, M.D., Kenneth Pearsen, M.D. and Richard Rosenblum.

(2)  
Approval of the Alliqua, Inc. 2011 Long-Term Incentive Plan.

(3)  
Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
 
 
 
 

 
 
For more information about the foregoing proposals, see the Company’s definitive proxy statement dated November 9, 2011. Holders of the Company’s common stock were entitled to one vote per share. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:

Proposal 1: Election of three Class II directors to serve on the Board of Directors for a term of three years or until their successors are elected and qualified.

Director
 
For
 
Withheld
 
Broker Non-Votes
Michael M. Goldberg, M.D.
 
84,184,472
 
4,975,922
 
43,671,043
Kenneth Pearsen, M.D.
 
84,201,996
 
4,958,398
 
43,671,043
Richard Rosenblum
 
74,979,577
 
14,180,817
 
43,671,043

Proposal 2: Approval of the Alliqua, Inc. 2011 Long-Term Incentive Plan.

For
 
83,668,591
Against
 
5,401,663
Abstain
 
90,140
Broker Non-Votes
 
43,671,043

Proposal 3: Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011.
 
For
 
124,343,382
Against
 
8,381,015
Abstain
 
107,040
 
Item 9.01    Financial Statements and Exhibits.

(d)           Exhibits

Exhibit Number
 
Description
10.1  
Alliqua, Inc. 2011 Long-Term Incentive Plan.
 
 

 
 

 
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.
 

  ALLIQUA, INC.  
       
Dated: December 20, 2011
By:
/s/ Richard Rosenblum  
    Name: Richard Rosenblum  
    Title:  President  
       

 
 
 

 
 
EXHIBIT INDEX

Exhibit Number
 
Description
10.1  
Alliqua, Inc. 2011 Long-Term Incentive Plan.