SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 5.02||Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers|
On March 21, 2022 the Compensation Committee of the Board of Directors (the “Board”) of Outlook Therapeutics, Inc. (the “Company”) recommended the terms of a bonus for C. Russell Trenary III, the Company’s President and Chief Executive Officer, in recognition of achievement of certain pre-defined targets for fiscal year 2021. Mr. Trenary was determined to have achieved 100% of his targets and was awarded a bonus of $195,462 in cash. Including Mr. Trenary’s $195,462 of non-equity incentive plan compensation earned in 2021, his new total compensation earned for fiscal 2021 was $7,651,074.
Additionally, the Compensation Committee of the Board approved the terms of a bonus for Lawrence A. Kenyon, the Company’s Chief Financial Officer, Treasurer and Secretary, in recognition of achievement of certain pre-defined targets for fiscal year 2021. Mr. Kenyon was determined to have achieved 100% of his targets and was awarded a bonus of $212,500 in cash. Including Mr. Kenyon’s $212,500 of non-equity incentive plan compensation earned in 2021, his new total compensation earned for fiscal 2021 was $2,669,214 (after adjusting for Mr. Kenyon's 2020 bonus of $212,500, which was inadvertently incorrectly reported as 2021 bonus compensation in the summary compensation table of the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on January 27, 2022 (the “Proxy Statement”)).
|Item 5.07||Submission of Matters to a Vote of Security Holders|
On March 23, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Annual Meeting was held in a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. At the Annual Meeting, the Company’s stockholders voted on four proposals, each of which is described in more detail in the Company’s Proxy Statement. Of the 224,260,602 shares of the Company’s common stock outstanding as of the record date, 179,393,347 shares, or approximately 80% were present or represented by proxy at the Annual Meeting.
The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of votes withheld, abstentions and broker non-votes with respect to each such matter.
Proposal 1. Stockholders elected each of the following nominees to serve as Class III directors on the Company’s Board until the Company’s 2025 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
|Ralph H. “Randy” Thurman||114,327,109||14,927,167||49,945,380|
|C. Russell Trenary III||128,908,580||522,883||49,945,380|
Proposal 2. 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, 2022. The voting results were as follows:
|Votes For||Votes Against||Abstentions||Broker Non-|
Proposal 3. 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
Proposal 4. Stockholders voted for one year in a non-binding advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers. The voting results were as follows:
|One Year||Two Years||Three Years||Abstentions||Broker Non-|
As a result of the shareholder advisory vote and other factors, the Company will hold future non-binding advisory votes on the compensation of the named executive officers every year, until the next non-binding advisory vote on the frequency of such votes on executive compensation.
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.
|Outlook Therapeutics, Inc.|
|Date: March 25, 2022||By:||/s/ Lawrence A. Kenyon|
|Lawrence A. Kenyon|
|Chief Financial Officer|