UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 19, 2022, Athira Pharma, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Company had 37,624,058 shares of common stock outstanding on March 21, 2022, the record date for the Annual Meeting. At the Annual Meeting, 32,995,908 shares of the Company’s common stock, or approximately 87.7% of the total shares entitled to vote, were present in person or by proxy.
The following sets forth the final results of the voting at the Annual Meeting, as certified by First Coast Results, Inc., the independent inspector of elections for the Annual Meeting. The proposals considered at the Annual Meeting are described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on April 5, 2022.
Proposal No. 1 – Election of Class II Directors
The stockholders elected the three candidates nominated by the Company’s Board of Directors (the “Board”) to serve as directors of the Company until the annual meeting of stockholders to be held in 2025 or until their successors are elected and qualified. The two candidates nominated by Richard A. Kayne were not elected. The following sets forth the results of the voting with respect to each candidate:
| Nominees of the Board |
For |
Withhold |
Broker Non-Votes | |||
| Joseph Edelman |
18,482,296 | 2,186,859 | 0 | |||
| John M. Fluke, Jr. |
17,117,923 | 3,551,232 | 0 | |||
| Grant Pickering |
28,500,894 | 1,081,374 | 0 |
| Nominees of Richard A. Kayne |
For |
Withhold |
Broker Non-Votes | |||
| Richard A. Kayne |
8,764,030 | 434,197 | 0 | |||
| George W. Bickerstaff, III |
9,027,470 | 170,757 | 0 |
Proposal No. 2 – Ratification of Appointment of Independent Registered Public Accounting Firm
The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022. The following sets forth the results of the voting with respect to this proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 32,809,870 |
119,042 | 66,996 | 0 |
Proposal No. 3 – A Stockholder Proposal Relating to Amendments to the Company’s Bylaws
The stockholders did not approve the proposal submitted by Mr. Kayne to repeal any provision of the Company’s bylaws in effect at the time of the Annual Meeting that was not included in the Company’s bylaws as publicly filed with the SEC on or prior to February 18, 2022. The following sets forth the results of the voting with respect to this proposal:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 11,140,922 |
17,976,100 | 750,360 | 3,128,526 |
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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.
| Athira Pharma, Inc. | ||||||
| Date: May 24, 2022 | By: | /s/ Mark Litton | ||||
| Mark Litton | ||||||
| President and Chief Executive Officer | ||||||
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