Business Context and Reporting Period
This Form 8-K reports on the results of the Annual Meeting of Stockholders for Matinas Biopharma Holdings, Inc., held on October 29, 2015. The filing details the outcomes of three specific proposals submitted to shareholders.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial statements. Consequently, data regarding revenue, profit, cash flow, margins, debt, and liquidity are not provided in this document.
Material Changes and Voting Results
Stockholders voted on and approved the following three proposals:
- Election of Directors: Five individuals were elected to the Board of Directors to serve until the 2016 annual meeting. The directors elected were Herbert Conrad, Roelof Rongen, Stefano Ferrari, Adam Stern, and James Scibetta. Each received 31,296,566 votes "For" and 500 votes "Authority Withheld."
- Ratification of Auditors: Stockholders approved the appointment of EisnerAmper LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015. The vote was 37,528,354 "For" versus 306,985 "Against."
- Amendment to Certificate of Incorporation: Stockholders approved an amendment to increase the maximum number of authorized common shares from 150,000,000 to 250,000,000. The vote was 35,281,324 "For" versus 1,221,439 "Against."
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or discussion of risks and contingencies. It strictly reports the tabulation of votes from the annual meeting.
Investor Verification Checklist
- Verify the text of the Certificate of Amendment (Exhibit 3.1) to confirm the specific terms of the authorized share increase.
- Review the definitive proxy statement filed on September 22, 2015, for detailed biographies of the newly elected directors and the rationale for the auditor appointment.
- Confirm the total number of shares outstanding to understand the dilution potential of the increased authorized share count.