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CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 23, 2024, Nephros, Inc. (the “Company”) held its 2024 Annual Meeting of the Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved the Nephros, Inc. 2024 Equity Incentive Plan (the “2024 Plan”).
A description of the material terms of the 2024 Plan is set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 12, 2024. The 2024 Plan is attached hereto as Exhibit 10.1 and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting:
| 1. | Stockholders elected to the Company’s Board of Directors two nominees, Arthur H. Amron and Oliver Spandow, to each serve a three-year term expiring in 2027; | |
| 2. | Stockholders ratified the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; | |
| 3. | Stockholders approved the 2024 Plan; and | |
| 4. | Stockholders approved the compensation of the Company’s named executive officers on an advisory (non-binding) basis. |
The voting results for each such matter were as follows:
| 1. | Election of Directors: |
| Nominee: | For: | Withheld: | Broker Non-Votes: | |||
| Arthur H. Amron | 6,860,037 | 41,693 | 1,668,208 | |||
| Oliver Spandow | 6,690,864 | 210,866 | 1,668,208 |
| 2. | Ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024: |
| For: | Against: | Abstain: | Broker Non-Votes | |||
| 8,545,420 | 21,330 | 3,188 | 0 |
| 3. | Approval of the 2024 Plan: |
| For: | Against: | Abstain: | Broker Non-Votes | |||
| 6,498,286 | 383,807 | 19,637 | 1,668,208 |
| 4. | Approval of the compensation of the Company’s named executive officers on an advisory (non-binding) basis: |
| For: | Against: | Abstain: | Broker Non-Votes | |||
| 6,832,340 | 62,907 | 6,483 | 1,668,208 |
| Item 9.01. | Financial Statements and Exhibits |
| (d) | Exhibits |
Exhibit No. |
Description | |
| 10.1 | Nephros, Inc. 2024 Equity Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Nephros, Inc. | ||
| Dated: May 24, 2024 | By: | /s/ Judy Krandel |
| Judy Krandel | ||
| Chief Financial Officer | ||