false 0000946486 0000946486 2023-08-15 2023-08-15

 

 

 

 

 

 

Registrant’s telephone number, including area code: (215) 488-9300

 

 

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:

 

 

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. ☐ 

 

 

 

On August 15, 2023, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Windtree Therapeutics, Inc. (the “Company”), stockholders of the Company approved an amendment and restatement of the Windtree Therapeutics 2020 Equity Incentive Plan (the “2020 Plan”) to (i) increase the authorized shares under the existing 2020 Equity Incentive Plan, by 645,000 shares, (ii) remove the 2020 Plan’s evergreen provision, (iii) clarify that no liberal share recycling will be permitted, (iv) impose a minimum vesting on awards granted under the 2020 Plan as described therein, and (v) prohibit dividend payments on unvested awards.

 

A detailed summary of the material features of the 2020 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on June 30, 2023 (the “Proxy Statement”) under the caption “Items To Be Voted On - Item 4: Approval of the Amended and Restated Windtree Therapeutics 2020 Equity Incentive Plan” which description is incorporated herein by reference.

 

The descriptions of the 2020 Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2020 Plan, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

On August 15, 2023, the Company held its Annual Meeting virtually. As of June 26, 2023, the record date for the Annual Meeting, there were 5,148,219 outstanding shares of the Company’s common stock. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting, which are described in detail in the Proxy Statement.

 

(a)          Proposal 1 — Election of the Five Director Nominees to Serve until the Company’s 2024 Annual Meeting.

 

The votes with respect to the election of five directors to hold office until the 2024 annual meeting were as follows:

 

 

(b)          Proposal 2 — Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

 

The votes with respect to the approval, on an advisory basis, of the compensation of the Company’s named executive officers were as follows:

 

 

(c)          Proposal 3 — Ratification of Appointment of EisnerAmper LLP as the Company’s Independent Registered Public Accounting Firm for 2023.

 

The votes with respect to the ratification of appointment of EisnerAmper LLP as the Company’s Independent Registered Public Accounting Firm for 2023 were as follows:

 

 

 

(d)          Proposal 4 — Approval of the Amended and Restated Windtree Therapeutics 2020 Equity Incentive Plan.

 

The votes with respect to the approval of the Amended and Restated Windtree Therapeutics 2020 Equity Incentive Plan were as follows:

 

 

 

Item 9.01         Financial Statements and Exhibits.

 

 

The following exhibits are being filed herewith:

 

 

 

 

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, thereunto duly authorized.