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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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
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On June 18, 2021, Ocular Therapeutix, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Company’s stockholders approved the Company’s 2021 Stock Incentive Plan (the “2021 Stock Incentive Plan”), which had previously been adopted by the Company’s Board of Directors, subject to stockholder approval.
A description of the material terms and conditions of the 2021 Stock Incentive Plan is set forth in Proposal 3 on pages 32 to 41 of the Company’s definitive proxy statement for the 2021 Annual Meeting, filed with the Securities and Exchange Commission on April 29, 2021, and is incorporated herein by reference. A complete copy of the 2021 Stock Incentive Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | |
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Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the 2021 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation (the “Certificate of Amendment”) to increase the number of authorized shares of the Company’s common stock from 100,000,000 shares to 200,000,000 shares. The additional common stock authorized by the Certificate of Amendment has rights identical to the Company’s currently outstanding common stock. The Company filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 21, 2021.
The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is attached as Exhibit 3.1 hereto and is incorporated herein by reference.
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
The following is a summary of the matters voted on at the 2021 Annual Meeting.
| (a) | The Company’s stockholders elected Antony Mattessich and Charles Warden as Class I directors to serve until the 2024 Annual Meeting of Stockholders, each such director to hold office until his successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class I directors were as follows: |
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Antony Mattessich | 36,950,364 | 8,150,322 | 16,013,467 | |||||||||
| Charles Warden | 31,587,610 | 13,513,076 | 16,013,467 | |||||||||
| (b) | The Company’s stockholders approved a non-binding, advisory proposal regarding the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 43,814,529 | 1,198,582 | 87,575 | 16,013,467 | |||||||||||
| (c) | The Company’s stockholders approved the adoption of the Company’s 2021 Stock Incentive Plan. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 41,748,489 | 3,274,848 | 77,349 | 16,013,467 | |||||||||||
| (d) | The Company’s stockholders approved the proposal to amend the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 58,081,464 | 2,853,811 | 178,878 | 0 | |||||||||||
| (e) | The Company’s stockholders ratified the selection of PricewaterhouseCoopers LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the stockholders’ vote with respect to such ratification were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 60,717,981 | 245,000 | 151,172 | 0 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
3.1 Certificate of Amendment of Restated Certificate of Incorporation of Ocular Therapeutix, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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.
| OCULAR THERAPEUTIX, INC. | ||
| Date: June 22, 2021 | By: | /s/ Donald Notman |
| Donald Notman | ||
| Chief Financial Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
RESTATED CERTIFICATE OF INCORPORATION
OF
Ocular therapeutix, Inc.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Ocular Therapeutix, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware, does hereby certify as follows:
A resolution was duly adopted by the Board of Directors of the Corporation pursuant to Section 242 of the General Corporation Law of the State of Delaware setting forth a proposed amendment to the Restated Certificate of Incorporation of the Corporation and declaring said amendment to be advisable. The stockholders of the Corporation duly approved said proposed amendment in accordance with Section 242 of the General Corporation Law of the State of Delaware. The resolution setting forth the amendment is as follows:
| RESOLVED: | That the first sentence of Article FOURTH of the Restated Certificate of Incorporation of the Corporation be and hereby is deleted in its entirety and the following is inserted in lieu thereof: |
“FOURTH: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 205,000,000 shares, consisting of (i) 200,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and (ii) 5,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).”
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IN WITNESS WHEREOF, this Certificate of Amendment has been executed by a duly authorized officer of the Corporation on this 18th day of June, 2021.
| ocular therapeutix, inc. | ||
| By: | /s/ Antony Mattessich | |
| Antony Mattessich | ||
| President and Chief Executive Officer | ||