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 24, 2016
PULMATRIX, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36199 | 46-1821392 | ||
| (State of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
99 Hayden Avenue, Suite 390
Lexington, MA 02421
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (781) 357-2333
Not Applicable
(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)) |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 24, 2016, Pulmatrix, Inc. (the “Company”) held its 2016 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following two proposals were submitted to the Company’s stockholders:
| (1) | Election of two Class II directors to serve on the Company’s board of directors for a term expiring at the Company’s 2019 Annual Meeting of Stockholders, for which the following were nominees: Robert W. Clarke, Ph.D. and Kurt C. Graves. |
| (2) | Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. |
For more information about the foregoing proposals, see the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 14, 2016, the relevant portions of which are incorporated herein by reference. 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.
| (1) | Election of two Class II directors to serve on the Company’s board of directors for a term expiring at the Company’s 2019 Annual Meeting of Stockholders: |
| Director |
For |
Withheld |
Broker Non-Votes | |||
| Robert W. Clarke, Ph.D. |
9,608,031 | 3,671 | 1,273,577 | |||
| Kurt C. Graves |
9,608,523 | 3,179 | 1,273,577 |
| (2) | Ratification of the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016: |
| For |
Against |
Abstain | ||
| 10,847,665 |
37,614 | 0 |
The results reported above are final voting results. No other matters were considered or voted upon at the meeting.
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.
| PULMATRIX, INC. | ||||||
| Date: May 25, 2016 | By: | /s/ William Duke, Jr. | ||||
| William Duke, Jr. | ||||||
| Chief Financial Officer | ||||||