UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 15, 2023, Virios Therapeutics, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). Present at the Annual Meeting in person or by proxy were holders of 9,855,223 shares of common stock of the Company, representing 53.76% of the voting power of the shares of common stock of the Company as of the close of business on April 25, 2023, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. Proposals 1 and 2, having received the votes required by the Company’s bylaws and applicable law, were declared to be duly adopted at the meeting. Proposal 3 did not receive the required majority vote of the outstanding shares of common stock in person or by proxy at the meeting and thus was not approved. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, withheld or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. Election of Directors.
The following seven nominees were elected to serve as directors of the Company, with the following votes tabulated:
For | Withheld | Broker Non-Vote | ||||||||||
Richard Burch | 5,389,868 | 75,963 | 4,389,392 | |||||||||
Abel De La Rosa, Ph.D. | 5,397,974 | 67,857 | 4,389,392 | |||||||||
Greg Duncan | 5,400,496 | 65,335 | 4,389,392 | |||||||||
David Keefer | 5,365,971 | 99,860 | 4,389,392 | |||||||||
William L. Pridgen, M.D. | 5,392,906 | 72,925 | 4,389,392 | |||||||||
John C. Thomas, Jr. | 5,397,965 | 67,866 | 4,389,392 | |||||||||
Richard J. Whitley, M.D. | 4,050,497 | 1,415,334 | 4,389,392 | |||||||||
2. Ratification of the appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023.
The appointment of FORVIS, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, with the following votes tabulated:
For | Against | Abstain | Broker Non-Vote | |||||||||||
9,571,787 | 62,656 | 220,780 | — | |||||||||||
3. Approval of an amendment to our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock at a ratio of not less than 1-for-2 and not more than 1-for-25, with the exact ratio within this range and the effective time of the reverse stock split determined by our Board of Directors in its sole discretion.
The amendment to our Certificate of Incorporation to effect a reverse stock split of the outstanding shares of common stock was not approved by a majority of the shares of common stock outstanding with the following votes tabulated:
For | Against | Abstain | Broker Non-Vote | |||||||||||
9,011,430 | 720,787 | 123,006 | — | |||||||||||
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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.
| VIRIOS THERAPEUTICS, INC. | |
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| By: | /s/ Angela Walsh |
| Name: | Angela Walsh |
Title: | SVP of Finance and Corporate Secretary | |
June 20, 2023 | ||
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