8-K
filed March 30, 2023, 7:59 PM ET
ticker OTLK
CIK 0001649989
other
confidence high
sentiment neutral
materiality 0.30
Outlook Therapeutics shareholders approve increase in authorized shares to 425M
Outlook Therapeutics, Inc.
- Authorized common stock increased from 325M to 425M shares; approved by 201.9M votes for vs 10.0M against.
- Three Class I directors elected: Yezan Haddadin, Kurt J. Hilzinger, Faisal G. Sukhtian (each >154M votes for).
- Shareholders approved potential issuance >19.99% of outstanding upon conversion of convertible note (151.0M for).
- KPMG ratified as auditor for FY ending Sep 30, 2023 (213.0M for); say-on-pay approved (149.5M for).
- Annual meeting turnout: 213.8M shares present (83.28% of outstanding).
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Outlook Therapeutics, Inc.: Increased authorized number of shares of common stock from 325,000,000 to 425,000,000 (effective 2023-03-29).
- Change
- charter amendment
- Effective
- 2023-03-29
Exact text from the filing
At the 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders of Outlook Therapeutics, Inc. (the “Company”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 325,000,000 shares to 425,000,000 shares.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Election of Class I directors at the 2023-03-29 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 1. Stockholders elected each of the following nominees to serve as Class I directors on the Company’s Board of Directors (the “Board”) until the Company’s 2026 Annual Meeting of Stockholders or until his successor has been duly elected and qualified. The voting results for such nominees were as follows: Director Name Votes For Votes Withheld Broker Non- Votes Yezan Haddadin 154,157,182 1,942,892 57,646,437 Kurt J. Hilzinger 154,220,000 1,881,346 57,646,437 Faisal G. Sukhtian 153,413,493 2,536,786 57,646,437
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Approval of potential issuance in excess of 19.99% of outstanding common stock upon conversion of outstanding convertible note at less than minimum price under Nasdaq Listing Rule 5635 at the 2023-03-29 meeting.
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 3. Stockholders approved the potential issuance in excess of 19.99% of the Company’s outstanding common stock upon the conversion of an outstanding convertible note at less than the “minimum price” under Nasdaq Listing Rule 5635, if required pursuant to the terms of the convertible note. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 150,956,979 4,744,515 413,644 57,646,437
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Ratification of selection of KPMG, LLP as independent registered public accounting firm for fiscal year ending September 30, 2023 at the 2023-03-29 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 4. Stockholders ratified the selection by the Audit Committee of the Board of KPMG, LLP as the Company’s independent registered public accounting firm for its fiscal year ending September 30, 2023. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 213,039,770 413,008 308,797 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Non-binding advisory vote on compensation of named executive officers at the 2023-03-29 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 5. Stockholders approved a non-binding advisory vote on the compensation of the Company’s named executive officers. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 149,513,547 6,158,044 443,547 57,646,437
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Outlook Therapeutics, Inc. shareholders approved Amendment of Amended and Restated Certificate of Incorporation to increase authorized common stock from 325,000,000 to 425,000,000 shares at the 2023-03-29 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-03-29
Exact text from the filing
Proposal 2. Stockholders approved the amendment of the Company’s Amended and Restated Certificate of Incorporation to increase the total number of shares of its common stock authorized for issuance from 325,000,000 shares to 425,000,000 shares. The voting results were as follows: Votes For Votes Against Abstentions Broker Non- Votes 201,885,740 9,957,794 425,182 1,492,860
View on SEC.gov
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