SEC Connect
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)
November 18, 2016
(November 16, 2016)
INNOVUS PHARMACEUTICALS, INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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000-52991
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90-0814124
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(State
or other jurisdiction of incorporation)
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(Commission
File
Number)
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(IRS
Employer Identification No.)
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9171 Towne Centre
Drive, Suite 440, San Diego, CA
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92122
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (858) 964-5123
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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Section 5 – Corporate Governance and Management
Item 5.07 – Submission of Matters to a Vote of Security
Holders
The
Company held its Annual Meeting on November 16, 2016. A total of
53,956,426 shares of common stock, representing 51.80% of the
shares outstanding and eligible to vote and constituting a quorum,
were represented in person or by valid proxies at the Annual
Meeting. The final results for each of the matters submitted to a
vote of shareholders at the Annual Meeting are as
follows:
Proposal 1: All of the nominees
for the Board of Directors were elected and will hold office until
a successor is elected and qualified, or until the Director
resigns, is removed or becomes disqualified, by the votes set forth
below:
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Nominee
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For
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Against
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Bassam Damaj, Ph.D
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53,715,193
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129,357
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Henry Esber, Ph.D
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53,790,293
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54,257
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Vivian Liu
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53,724,293
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120,257
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Ziad Mirza, M.D.
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53,777,193
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67,357
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Proposal 2: The appointment of Hall & Company, Inc. as
the Company’s independent registered public accounting firm
for the fiscal year ending December 31, 2016 was ratified by the
Company’s shareholders by the votes set forth
below:
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For
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Against
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Abstain
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53,890,594
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54,057
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11,775
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Proposal 3: The Company’s shareholders approved the
Amended and Restated Articles of Incorporation
(“Articles”) which increases the authorized common
stock from 150,000,000 to 292,500,000 and authorized 7,500,000
shares of preferred stock, by the votes set forth
below:
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For
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Against
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Abstain
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53,470,542
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449,859
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36,025
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A brief
summary of the amendment to the Articles was included as part of
Proposal 3 in the Company's definitive proxy statement filed with
the Securities and Exchange Commission on October 25, 2016. The
summary of the Articles contained in the proxy statement is
qualified by and subject to the full text of the Articles which was
filed as Annex A to the proxy statement and is incorporated herein
by reference.
Proposal 4: The Company’s shareholders approved the
Amended and Restated 2016 Equity Incentive Plan (“2016
Plan”) by the votes set forth below:
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For
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Against
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Abstain
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52,657,328
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1,085,197
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102,025
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A brief
summary of the 2016 Plan was included as part of Proposal 4 in the
Company's definitive proxy statement filed with the Securities and
Exchange Commission on October 25, 2016. The summary of the 2016
Plan contained in the proxy statement is qualified by and subject
to the full text of the 2016 Plan, which was filed as Annex B to
the proxy statement and is incorporated herein by
reference.
Proposal 5: The Company’s shareholders approved, on an
advisory basis, the compensation of the Company’s named
executive officers as disclosed in the proxy statement pursuant to
Item 402 of Regulation S-K under the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended, by
the votes set forth below:
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For
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Against
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Abstain
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52,865,101
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763,609
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215,840
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Proposal 6: The
Company’s shareholders voted for the advisory vote on the
frequency of the advisory vote on executive compensation to occur
every 3 years, by the votes set forth below:
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One Year
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Two Years
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Three Years
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Abstain
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20,710,893
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2,125,557
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30,678,749
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329,351
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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.
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INNOVUS
PHARMACEUTICALS, INC.
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Date:
November 18, 2016
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By:
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/S/ Robert E. Hoffman
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Robert
E. Hoffman, EVP and CFO
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