Attached files
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| EX-99.1 - 2017 EQUITY INCENTIVE PLAN, AS AMENDED - ChromaDex Corp. | ex99-1.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): June 19, 2020
CHROMADEX CORPORATION
(Exact name of registrant as specified in its
charter)
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Delaware
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001-37752
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26-2940963
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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10900 Wilshire Blvd. Suite 600, Los Angeles, California
90024
(Address
of principal executive offices, including zip code)
(310) 388-6706
(Registrant's telephone number, including area
code)
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:
[
] 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))
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, par value $0.001 per share
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CDXC
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The
Nasdaq Capital Market
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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
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(e) The
Board of Directors of ChromaDex Corporation (the
“Company”) previously approved an amendment to the
ChromaDex Corporation 2017 Equity Incentive Plan, as amended (as
amended, the “Amended 2017 Plan”), subject to approval
by the stockholders of the Company. On June 19, 2020, the
stockholders of the Company approved the Amended 2017
Plan.
A
detailed summary of the material terms and conditions of the
Amended 2017 Plan is set forth under the heading “Proposal 2:
Approval of an Amendment to the 2017 Equity Incentive Plan”
in the Company’s definitive proxy statement for the
Company’s 2020 Annual Meeting of Stockholders filed with the
Securities and Exchange Commission on April 21, 2020 (the
“Proxy Statement”), which is incorporated herein by
reference. The foregoing description of the Amended 2017 Plan and
the summary of the Amended 2017 Plan included in the Proxy
Statement are not complete and are qualified in their entirety by
reference to the full text of the Amended 2017 Plan, which is filed
herewith as Exhibit 99.1.
Item
5.07
Submission
of Matters to a Vote of Security Holders.
Set
forth below are the results of the matters submitted for a vote of
stockholders at the Company’s 2020 Annual Meeting of
Stockholders held on June 19, 2020.
Proposal 1 — Election of directors.
The
following directors were elected to serve until the Company’s
2021 Annual Meeting of Stockholders and until his or her successor is elected, or, if
sooner, until such director’s death, resignation or
removal.
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Director Elected
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For
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Withheld
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Broker Non-Votes
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Frank L. Jaksch
Jr.
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34,540,947
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51,963
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13,290,040
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Stephen
Block
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34,457,360
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135,550
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13,290,040
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Jeff
Baxter
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34,370,989
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221,921
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13,290,040
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Robert
Fried
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34,497,284
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95,626
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13,290,040
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Kurt
Gustafson
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33,107,285
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1,485,625
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13,290,040
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Steven
Rubin
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29,592,796
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5,000,114
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13,290,040
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Wendy
Yu
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34,506,411
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86,499
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13,290,040
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Tony
Lau
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34,470,297
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122,613
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13,290,040
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Proposal 2 — Approval of the amendment to the Company’s
2017 Equity Incentive Plan, as amended, to, among other things,
increase the aggregate number of shares of common stock authorized
for issuance under such plan by 5.5 million shares.
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For
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Against
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Abstain
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Broker Non-Votes
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28,625,173
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4,551,934
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1,415,803
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13,290,040
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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, 2020.
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For
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Against
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Abstain
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Broker Non-Votes
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46,170,910
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1,697,911
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14,129
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0
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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ChromaDex
Corporation 2017 Equity Incentive Plan, as amended.
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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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CHROMADEX CORPORATION
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Dated:
June 22, 2020
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By:
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/s/
Kevin M. Farr
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Name:
Kevin M. Farr
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Chief
Financial Officer
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