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 August 23, 2024, IGC Pharma, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting the Company’s stockholders (i) elected Mr. Richard Prins and Mr. Terry Lierman to the Company’s board of directors to serve as Class B directors until the 2027 annual meeting of Stockholders; (ii) ratified the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2025 fiscal year; and (iii) approved the grant of 5,000,000 shares of common stock to be granted from time to time to the Company’s current and new employees, advisors, directors, and consultants by the board of directors, pursuant to certain metrics including performance, vesting, and incentive as set by the board of directors and or the CEO.
The total number of shares of the Company’s common stock voted in person or by proxy at the Annual Meeting was 42,811,367 shares, representing approximately 56.60% of the 75,636,419 shares outstanding and entitled to vote at the Annual Meeting. We received a total of 14,877,728 broker non-votes. The director nominees were elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting was approved by the requisite vote. The final voting results for each proposal that passed are set forth below.
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1. |
Election of Directors. |
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Nominee |
For |
Withhold |
Broker Non-votes |
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Richard Prins |
26,116,740 |
1,816,899 |
14,877,728 |
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| Terry Lierman | 27,800,503 | 133,136 | 14,877,728 |
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2. |
Proposal to ratify the appointment of Manohar Chowdhry & Associates as the Company’s independent registered public accounting firm for the 2025 fiscal year. |
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For |
Against |
Abstain |
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42,587,128 |
165,701 |
58,538 |
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3. |
Approval of the grant of 5,000,000 shares of common stock to be granted from time to time to the Company’s current and new employees, advisors, directors, and consultants by the board of directors, pursuant to certain metrics including performance, vesting, and incentive as set by the board of directors and or the CEO. |
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For |
Against |
Abstain |
Broker Non-votes |
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25,871,862 |
2,018,811 |
42,966 |
14,877,728 |
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4. |
The proposal to adjourn the meeting to a later date was not necessary or appropriate because there were sufficient votes to approve the other proposals. |
Pursuant to the results of the non-binding advisory vote to approve the frequency of stockholder votes on executive compensation, the Board of Directors of the Company has determined that the Company shall hold a stockholder vote on executive compensation every three years.
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Item 8.01. |
Other Events. |
On August 23, 2024, IGC Pharma, Inc. held the Annual Meeting, as previously scheduled. All the proposals passed.
A copy of the press release announcing the results of the Annual Meeting voting is attached hereto as Exhibit 99.1.
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Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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.
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IGC PHARMA, INC. |
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Dated: August 26, 2024 |
By: |
/s/ Ram Mukunda |
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Name: Ram Mukunda |
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Title: Chief Executive Officer and President |
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