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AGRX Agile Therapeutics

Filed: 8 Jun 21, 4:35pm

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

June 8, 2021

Date of report (Date of earliest event reported)


Agile Therapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware

001-36464

23-2936302

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

101 Poor Farm Road

Princeton, New Jersey

(Address of principal executive offices)

08540

(Zip Code)

Registrant's telephone number, including area code (609) 683-1880

(Former name or former address, if changed since last report)


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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

AGRX

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.


Item 5.07. Submission of Matters to a Vote of Security Holders.

 

At the 2021 annual meeting of stockholders (the “Annual Meeting”) of the Company held on June 8, 2021, the following proposals were submitted to the stockholders of the Company:

Proposal 1:

  

The election of three directors to serve as Class I directors until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified.

Proposal 2:

Approval, on a non-binding advisory basis, of the 2020 compensation of our named executive officers.

Proposal 3:

The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.

For more information about the foregoing proposals, see the Proxy Statement. Of the 88,263,741 shares of the Company’s common stock entitled to vote at the Annual Meeting, 58,572,042, or approximately 66.36% were represented at the meeting virtually in person or by proxy, constituting a quorum. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:

Proposal 1:

Election of Directors.

The Company’s stockholders elected the following three directors to serve as Class I directors until the Company’s 2024 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:

Director

  

Votes For

 

  

Votes Withheld

 

  

Broker Non-Votes

 

Al Altomari

29,981,617

3,431,999

25,158,426

John Hubbard, Ph.D., FCP

30,205,062

3,208,554

25,158,426

James P, Tursi, M.D.

30,140,825

3,272,791

25,158,426

Proposal 2:

Advisory Non-Binding Vote on 2020 Executive Compensation.

The Company’s stockholders approved, on a non-binding advisory basis, the 2020 compensation of our named executive officers. The votes regarding this proposal were as follows:

 

Votes For

 

  

Votes Against

 

  

Votes Abstaining

Broker Non-Votes

 

27,604,992

  

  

 

5,461,050

  

  

 

347,574

 25,158,426


Proposal 3:

Ratification of Appointment of Ernst & Young LLP.

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The votes regarding this proposal were as follows:

 

Votes For

 

  

Votes Against

 

  

Votes Abstaining

 

 

56,501,992

  

  

 

1,848,323

  

  

 

221,727

  


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Agile Therapeutics, Inc.

Dated: June 8, 2021

By:

/s/ Alfred Altomari

Name:

Alfred Altomari

Title:

Chairman and Chief Executive Officer