UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Section 5 - Corporate Governance and Management
| Item 5.02 | Departure 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 29, 2022, 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 of the Company’s Common Stock authorized for issuance under the Equity Incentive Plan from 11,000,000 shares to 18,500,000 shares (the “Authorized Shares”); (b) increase the annual limit on shares awarded to any individual to 1,000,000 shares (the “Individual Annual Limit”); (c) provide that any full-value award (i.e., awards other than options or stock appreciation rights) shall count toward the Authorized Shares and the Individual Annual Limit as two shares for every one share issued; and (d) provide that, with certain exceptions, all awards shall have a minimum 12-month vesting requirement. 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, 2022. The section of the Proxy Statement entitled “Proposal 3: Approval of the Amendment to the 2018 Equity Incentive Plan” from pages 26 to 36 is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on March 29, 2022. A total of 80,049,082 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 |
42,519,193 | 476,064 | 18,654,308 | |||||||||
| Mario Eisenberger |
41,066,013 | 1,929,244 | 18,654,308 | |||||||||
| Harry Fisch |
42,645,377 | 349,880 | 18,654,308 | |||||||||
| Lucy Lu |
37,187,773 | 5,807,484 | 18,654,308 | |||||||||
| Michael L. Rankowitz |
42,503,234 | 492,023 | 18,654,308 | |||||||||
| Grace Hyun |
42,631,403 | 363,854 | 18,654,308 | |||||||||
| 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, 2022.
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 61,356,319 | 229,100 | 64,146 | 0 |
| 3. | 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 | |||||||
| 30,456,659 | 12,358,773 | 179,825 | 18,654,308 | |||||||
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Section 9 - Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1 | Veru Inc. 2018 Equity Incentive Plan (as amended and restated effective March 29, 2022). | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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 31, 2022 | VERU INC. | |||||
| By: | /s/ Michele Greco | |||||
| Michele Greco | ||||||
| Chief Financial Officer and Chief Administrative Officer | ||||||
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