UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2018

GUARDION HEALTH SCIENCES, INC.

(Exact name of registrant as specified in its charter)

15150 Avenue of Science, Suite 200

San Diego, CA 92128

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (858) 605-9055

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:

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 x

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. ¨  

On November 20, 2018, Guardion Health Sciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the Company’s stockholders (i) re-elected Elect each of Michael Favish, Robert Weingarten, Mark Goldstone and David Evans as members of our Board of Directors, (ii) ratified the appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018, (iii) approved the adoption of the Guardion Health Sciences, Inc. 2018 Equity Incentive Plan, (iv) granted discretionary authority to our Board of Directors to (i) amend the Certificate of Incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split”, at a specific ratio within a range of one-for-two and three-for-four, with the exact ratio to be determined by the Board of Directors in its sole discretion and (ii) effect a reverse stock split, if at all, within one year of the date the proposal was approved by stockholders (the “Reverse Stock Split Proposal”), (v) approved, on a non-binding, advisory basis, the Company’s executive compensation, and (vi) approved, on a non-binding, advisory basis, the frequency of three years for the Company to hold advisory votes on its executive compensation. Stockholders of record at the close of business on October 22, 2018 were entitled to one vote for each share of common stock.  On October 22, 2018, there were 40,329,475 shares of common stock issued and outstanding, of which at least 35,326,775 were represented at the Meeting, or approximately 87.60 % of the total outstanding, which was sufficient to constitute a quorum.

Set forth below are the final voting results for each of the proposals:

Proposal No. 1 – Election of directors

Michael Favish, Robert Weingarten, Mark Goldstone and David Evans were elected to serve until the Company’s next annual meeting of stockholders or until their successors are elected and qualified or until their earlier resignation or removal. The voting results were as follows:

Proposal No. 2 – Ratification of the appointment of independent registered public accounting firm

The appointment of Weinberg & Company, P.A. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018 was ratified. The voting results were as follows: 

Proposal No. 3 – Approval of Amendments to 2015 Equity Plan

The adoption of the Guardion Health Sciences, Inc. 2018 Equity Incentive Plan was approved. The voting results were as follows: 

Proposal No. 4 – Approval of the Reverse Stock Split Proposal

The Reverse Stock Split Proposal was approved. The voting results were as follows: 

Proposal No. 5 – Approval, by non-binding advisory vote, of the Company’s executive compensation

The Company’s executive compensation, by non-binding advisory vote, was approved. The voting results were as follows: 

Proposal No. 6 – Approval, by non-binding advisory vote, on the frequency of advisory votes on the Company’s executive compensation

The frequency of three years for future advisory votes on the Company’s executive compensation was approved. The voting results were as follows: 

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.