--- schema_version: "secwatch.filing_event.v1" accession: "0001069530-23-000021" form_type: "8-K" ticker: "FLNA" cik: "0001069530" company_name: "FILANA THERAPEUTICS, INC." filed_at: "2023-05-08T23:59:59+00:00" generated_at: "2026-06-15T12:04:02.572136+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Cassava Sciences shareholder vote fails to approve officer liability limitation ## Summary - Directors Robert Z. Gussin (7.1M for) and Richard J. Barry (6.7M for) elected to three-year terms. - Proposal to limit officer liability failed; received 87% of votes cast but not a majority of outstanding shares (7.8M for vs 24.8M outstanding). - Non-employee director compensation program approved with 7.8M for, 986K against. - Ernst & Young ratified as auditor for FY2023 with 24.1M for, 532K against. - Advisory say-on-pay approved (6.6M for, 2.1M against); frequency set to every one year (8.2M votes). ## SEC filing metadata - accession: 0001069530-23-000021 - form_type: 8-K - ticker: FLNA - cik: 0001069530 - company_name: FILANA THERAPEUTICS, INC. - filed_at: 2023-05-08T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1069530/000106953023000021/0001069530-23-000021-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1069530/000106953023000021/sava-20230504x8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001069530-23-000021 - JSON: https://secwatch.observer/filing/0001069530-23-000021.json - Plain text: https://secwatch.observer/filing/0001069530-23-000021.txt ## Key facts - Shareholder Votes FILANA THERAPEUTICS, INC. shareholders approved Non-binding advisory vote on frequency of advisory votes on executive compensation at the 2023-05-04 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-04 source text: Proposal Six – A non-binding, advisory vote on the frequency of non-binding, advisory votes on the executive compensation for the Company’s named executive officers was approved for every “one” year based upon the following votes: Every one year Every two years Every three years Abstain Broker Non -Vote 8,154,665 151,642 336,776 318,422 15,811,623 evidence_url: https://www.sec.gov/Archives/edgar/data/1069530/000106953023000021/0001069530-23-000021-index.htm - Shareholder Votes FILANA THERAPEUTICS, INC. shareholders approved Company's Non-employee Director Compensation Program at the 2023-05-04 meeting. - Outcome: passed - Meeting: 2023-05-04 source text: Proposal Three – The Company’s Non-employee Director Compensation Program was approved based upon the following votes: For Against Abstain Broker Non -Vote 7,758,563 985,705 217,237 15,811,623 evidence_url: https://www.sec.gov/Archives/edgar/data/1069530/000106953023000021/0001069530-23-000021-index.htm - Shareholder Votes FILANA THERAPEUTICS, INC. shareholders approved Appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-05-04 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-04 source text: Proposal Four – The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023, was ratified based upon the following votes: For Against Abstain 24,121,878 532,002 119,248 evidence_url: https://www.sec.gov/Archives/edgar/data/1069530/000106953023000021/0001069530-23-000021-index.htm - Shareholder Votes FILANA THERAPEUTICS, INC. shareholders rejected Amendment to the Company's Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company at the 2023-05-04 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-05-04 source text: Proposal Two – An amendment to the Company’s Amended and Restated Certificate of Incorporation to limit the liability of certain officers of the Company , which received approximately 87% of the votes cast, did not receive votes greater than 50% of outstanding common shares as of the Record Date and was thus not approved based upon the following votes: For Against Abstain Broker Non -Vote 7,795,721 944,106 221,678 15,811,623 evidence_url: https://www.sec.gov/Archives/edgar/data/1069530/000106953023000021/0001069530-23-000021-index.htm - Shareholder Votes FILANA THERAPEUTICS, INC. shareholders approved 2022 executive compensation for named executive officers (non-binding advisory vote) at the 2023-05-04 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-04 source text: Proposal Five – The 2022 executive compensation for the Company’s named executive officers was approved, on a non-binding advisory vote, based upon the following votes: For Against Abstain Broker Non -Vote 6,604,493 2,105,630 251,382 15,811,623 evidence_url: https://www.sec.gov/Archives/edgar/data/1069530/000106953023000021/0001069530-23-000021-index.htm - Shareholder Votes FILANA THERAPEUTICS, INC. shareholders approved Election of two nominees to the Board of Directors for a three-year term at the 2023-05-04 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-04 source text: Proposal One – Two (2) nominees for election to the Board of Directors were elected to serve for a three-year term, and until their successors are duly elected and qualified, based upon the following votes: Director For Withheld Broker Non-Vote Robert Z. Gussin, Ph.D. 7,116,958 1,844,547 15,811,623 Richard J. Barry 6,675,746 2,285,759 15,811,623 evidence_url: https://www.sec.gov/Archives/edgar/data/1069530/000106953023000021/0001069530-23-000021-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.