UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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):
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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).
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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 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 6, 2022, the Company held its annual meeting of shareholders, at which the Company’s shareholders approved four proposals. Shareholders representing 217,994,260 shares, or 40.83%, of the common shares outstanding as of the March 11, 2022 record date, were represented at the meeting by proxy. The proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on March 18, 2022, pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended.
Proposal 1
The Company’s shareholders elected seven individuals to the Board of Directors as set forth below:
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Seth Lederman | 98,693,851 | 10,494,071 | 108,806,338 | |||
| Richard Bagger | 100,884,729 | 8,303,193 | 108,806,338 | |||
| Margaret Smith Bell | 100,673,120 | 8,514,802 | 108,806,338 | |||
| David Grange | 100,090,138 | 9,097,784 | 108,806,338 | |||
| Adeoye Olukotun | 100,533,531 | 8,654,391 | 108,806,338 | |||
| Carolyn Taylor | 101,785,011 | 7,402,911 | 108,806,338 | |||
| James Treco | 100,986,539 | 8,201,383 | 108,806,338 |
Proposal 2
The Company’s shareholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022, as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 207,337,209 | 7,536,145 | 3,120,906 | 0 | ||||||||||
Proposal 3
The Company’s shareholders approved the Tonix Pharmaceuticals Holding Corp. 2022 Employee Stock Purchase Plan as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 98,607,966 | 8,886,975 | 1,692,980 | 108,806,339 | ||||||||||
Proposal 4
The Company’s shareholders approved, on an advisory basis, the compensation of the company’s named executive officers as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 89,246,129 | 16,947,223 | 2,994,571 | 108,806,337 | ||||||||||
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TONIX PHARMACEUTICALS HOLDING CORP. | |||
| Date: May 6, 2022 | By: | /s/ Bradley Saenger | |
| Bradley Saenger | |||
| Chief Financial Officer | |||