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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter) | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
(Former name or former address, if changed since last report.) |
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):
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
The |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 15, 2023, Liquidia Corporation, a Delaware corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following matters were submitted to a vote of stockholders:
1. The election of three (3) Class II directors to serve until the Company’s 2026 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected and qualified;
2. The approval of an amendment to the Company’s Certificate of Incorporation (the “Charter”) to increase the number of authorized shares of common stock from 80,000,000 shares and to 100,000,000 shares; and
3. The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.
At the close of business on April 21, 2023, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 64,717,549 shares of common stock outstanding and entitled to vote at the Annual Meeting. The holders of 53,996,712 shares of common stock were represented virtually or by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, the three Class II directors were elected, the amendment to the Charter was approved and the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified.
Proposal No. 1- Election of Class II Directors
The vote with respect to the election of Class II directors was as follows:
Nominees | For | Withheld | Broker Non- Votes |
|||||||||
Katherine Rielly-Gauvin | 28,102,084 | 4,538,363 | 21,356,265 | |||||||||
Raman Singh | 27,831,024 | 4,809,423 | 21,356,265 | |||||||||
David Johnson | 26,229,870 | 6,410,577 | 21,356,265 |
Proposal No. 2 - Approval of the Charter amendment
The vote with respect to the approval of the Charter amendment was as follows:
For | Against | Abstain | ||||||||||
50,702,381 | 2,265,108 | 1,029,223 |
Proposal No. 3 - Ratification of the Appointment of Independent Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was as follows:
For | Against | Abstain | ||||||||
53,649,528 | 27,365 | 319,819 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Exhibit | |
104 | Cover Page Interactive Data File (the cover page tags are 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.
June 16, 2023 | Liquidia Corporation | ||
By: | /s/ Michael Kaseta | ||
Name: | Michael Kaseta | ||
Title: | Chief Financial Officer |