UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________



FORM 8-K

________________________________

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 24, 2020

________________________________

 

VERU INC.

(Exact name of registrant as specified in its charter)





 

 

 

 

Wisconsin

 

1-13602

 

39-1144397

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)



48 NW 25th Street, Suite 102, Miami, Florida 33127

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (305) 509-6897

 

Not Applicable

(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):





 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



Securities registered pursuant to Section 12(b) of the Act:



 

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

VERU

NASDAQ Capital Market



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. 




 



Section 5 – Corporate Governance and Management



Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



At the Annual Meeting of Shareholders (the "Annual Meeting") of Veru Inc. (the "Company") held on March 24, 2020, the Company’s shareholders approved a proposal to amend the Veru Inc. 2018 Equity Incentive Plan (the "Equity Incentive Plan") to (a) increase the number of shares that may be issued thereunder by 5,000,000 and (b) increase the maximum number of awards to an outside director in any fiscal year from 55,000 shares to 100,000 shares.  A copy of the Equity Incentive Plan, as amended, is attached hereto as Exhibit 10.1.



A summary description of the terms of the Equity Incentive Plan is set forth in the Company's definitive proxy statement (the "Proxy Statement") on Schedule 14A filed with the Securities and Exchange Commission on January 28, 2020, as supplemented on February 11, 2020 (the "Supplement").  The section of the Proxy Statement entitled "Proposal 4:  Approval of the Amendment to  the 2018 Equity Incentive Plan" from pages 20 to 25 and the Supplement are incorporated herein by reference.



Item 5.07Submission of Matters to a Vote of Security Holders.



The Annual Meeting was held on March 24, 2020.  A total of 65,073,375 shares of the Company’s common stock were eligible to vote at the Annual Meeting.  The matters voted on at the Annual Meeting were as follows:



1.Election of Directors:



The following individuals were nominated for election to the Board of Directors for terms that expire at the next annual meeting of shareholders.  All of the nominated directors were elected.  The results of the vote on the election of directors were as follows:





 

 

 

 

Name

Votes 

For

Votes 

Withheld

Broker

Non-Votes

Mitchell S. Steiner

26,570,981

   133,221

18,691,624

Mario Eisenberger

25,394,262

1,309,940

18,691,624

Harry Fisch

24,961,338

1,742,864

18,691,624

Jesus Socorro

26,166,147

   538,055

18,691,624

Michael L. Rankowitz

24,977,887

1,726,315

18,691,624



2.Ratification of Auditors:



The shareholders voted to ratify the appointment by the Company's Audit Committee of RSM US LLP as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2020.





 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

44,856,097

527,270

12,459

0



3.Non-Binding Advisory Vote on Executive Compensation:



The shareholders voted in favor of the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting.





 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

24,718,299

1,909,681

76,222

18,691,624



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In accordance with the shareholder voting results at the 2017 Annual Meeting of Shareholders, in which every "Three Years" received the highest number of votes cast on an advisory (non-binding) vote on the frequency of the advisory vote on the executive compensation of the Company's named executive officers, and the Board of Directors' recommendation in the proxy statement for that Annual Meeting of Shareholders, the Company's Board of Directors determined that future shareholder non-binding advisory votes on executive compensation will occur every three years. Accordingly, the next shareholder non-binding advisory vote on executive compensation will be held at the Company's 2023 Annual Meeting of Shareholders.  The next required shareholder non-binding advisory vote regarding the frequency interval will also be held at the Company's 2023 Annual Meeting of Shareholders.



4.Amendment of the Equity Incentive Plan:



The shareholders voted in favor of amending the Equity Incentive Plan.





 

 

 

Votes For

Votes Against

Abstentions

Broker Non-Votes

21,464,423

4,992,600

247,179

18,691,624



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Section 9 – Financial Statements and Exhibits



Item 9.01Financial Statements and Exhibits.



(d) Exhibits.

 

The following exhibit is filed herewith:





 

 

Exhibit No.

 

Description

10.1

 

Veru Inc. 2018 Equity Incentive Plan (as amended and restated effective March 24, 2020).



 

 



 

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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.







 

 

Date: March 26, 2020

VERU INC.



 

 

 

By: 

/s/  Michele Greco                           

 

 

Michele Greco

 

 

Chief Financial Officer and

Chief Administrative Officer



 

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