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Evoke Pharma (EVOK)

Employees
Data from SEC filings
Employee count
Shareholder alignment
Proxy contests and exempt solicitations in last 3 years

No recent proxy contest or exempt solicitation filings from shareholders.

Vote support at last AGM

Results of Annual Meeting of Stockholders

Evoke Pharma, Inc. (the “Company” or “our”) held its annual meeting of stockholders (the “Annual Meeting”) solely by means of remote communication through a live webcast on April 27, 2022, at 8:30 a.m., Pacific Time. As of the close of business on February 28, 2022, the record date for the Annual Meeting, there were 32,917,901 shares of common stock entitled to vote, of which there were 24,934,254 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on four matters: (i) the election of two Class III Directors for a term of three years expiring at the 2025 Annual Meeting of Stockholders, (ii) the ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022, (iii) the approval of, on an advisory basis, the compensation of our named executive officers, and (iv) to grant to the board of directors the authority to effect a reverse stock split of our outstanding common stock by amending our Amended and Restated Certificate of Incorporation within one year and within a range of not less than one-for-five and not more than one-for-twenty, if the board deems it within the company’s best interests (the “Reverse Stock Split Proposal”). The results of the voting were as follows:

Election of two Class III Directors for a term of three years expiring at the 2025 Annual Meeting of Stockholders


Malcolm R. Hill, Pharm. D. For 13,848,665 Withheld 5,017,695
Vickie W. Reed For 14,578,385 Withheld 4,287,975


There were 6,067,894 broker non-votes related to each of the two director nominees for election.

The two nominees for Class III Director were elected.

Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022


Shares Voted For 19,944,368 Against 2,673,179 Abstain 2,316,706

There were no broker non-votes related to the appointment of BDO USA, LLP.

The appointment of BDO USA, LLP was ratified.

The approval of, on an advisory basis, the compensation of the Company’s named executive officers


Shares Voted For 11,455,342 Against 5,521,311 Abstain 1,889,706

There were 6,067,894 broker non-votes related to the compensation of our named executive officers.

The foregoing proposal was approved.

The grant to the board of directors for the authority to effect a reverse stock split of our outstanding common stock by amending our Amended and Restated Certificate of Incorporation within one year and within a range of not less than one-for-five and not more than one-for-twenty, if the board deems it within the company’s best interests.


Shares Voted For 16,707,172Against 6,816,248 Abstain 1,410,834

There were no broker non-votes related to the amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock.

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The foregoing proposal was approved. The Company’s board of directors is authorized for one year from the Annual Meeting to effect the reverse stock split authorized by this proposal.

Reverse Stock Split

Pursuant to the authority granted by the Company’s stockholders’ approval of the Reverse Stock Split Proposal, on April 27, 2022, the Company’s board of directors determined to effect the reverse stock split of the shares of the Company’s common stock and approved a specific ratio of 1-for-12 (the “Reverse Stock Split”) and authorized the filing of a Certificate of Amendment to the Charter to effect the Reverse Stock Split. The Reverse Stock Split will not reduce the total number of shares of common stock that the Company is authorized to issue, which will remain 50,000,000 shares. The Reverse Stock Split will be effective as of the opening of trading on The Nasdaq Capital Market on May 23, 2022.

Forward-Looking Statements

Statements in this current report on Form 8-K that are not statements of historical fact are forward-looking statements, which involve a number of risks and uncertainties. Such statements include statements about the Reverse Stock Split and the timing thereof and can be identified by using the words “will”, “plans” and “expects”. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ materially from our expectations. Factors that could cause actual results to differ materially from the forward-looking statements include potential delays in effecting the Reverse Stock Split and legal and regulatory developments. These forward-looking statements represent our judgment as of the time of this current report on Form 8-K. The Company disclaims any intent or obligation to update these forward-looking statements, other than as may be required under applicable law.



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