60 Degrees Pharmaceuticals Inc.

07/16/2024 | Press release | Distributed by Public on 07/16/2024 15:29

Submission of Matters to a Vote of Security Holders Form 8 K

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

On July 16, 2024, 60 Degrees Pharmaceuticals, Inc., a Delaware corporation (the "Company"), held its virtual 2024 Annual Stockholders Meeting (the "Meeting").

As of the close of business on May 17, 2024, the record date for the determination of stockholders entitled to vote at the Meeting, there were 12,206,116 shares of the Company's common stock, par value $0.0001 per share, issued and outstanding, with each share entitled to one vote on each proposal at the Meeting. At the Meeting, the combined holders of 6,329,996 shares of the voting stock entitled to notice of and to vote at the Meeting were represented in person or by proxy, representing approximately 51.86% of the outstanding voting shares, and thereby a quorum pursuant to the Delaware General Corporation Law and the amended and restated bylaws of the Company was present for the transaction of business at the Meeting.

The final results for each of the matters considered at the Meeting were as follows:

1. Election of the five nominees to the Board of Directors of the Company:
Name Votes For Votes Against Abstained Broker
Non-Votes
Geoffrey Dow 3,654,324 0 1,277,025 1,398,647
Charles Allen 3,635,622 0 1,295,727 1,398,647
Stephen Toovey 3,632,099 0 1,299,250 1,398,647
Cheryl Xu 3,623,825 0 1,307,524 1,398,647
Paul Field 3,639,320 0 1,292,029 1,398,647

Each director nominee was elected to serve as a director until the Company's 2025 annual meeting of stockholders, or until such person's successor is duly elected and qualified, or until such person's earlier resignation, death or removal. Due to the fact that directors are elected by a plurality of the votes cast, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.

2. Approval of an amendment to the 60 Degrees Pharmaceuticals, Inc. 2022 Equity Incentive Plan to increase the number of shares of common stock available for issuance by 5,000,000 shares:
Votes For Votes Against Abstentions
3,084,681 1,827,068 19,600

The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.

3. Approval of an amendment to the certificate of incorporation, as corrected, of the Company, to effect a reverse stock split of the common stock at a reverse stock split ratio ranging from 1:5 to 1:12 inclusive, as determined by the Board of Directors of the Company in its sole discretion:
Votes For Votes Against Abstentions
5,426,852 840,966 62,178

The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.

4. Approval of a modification to the strike price of options granted to the Chief Executive Officer and President and Chief Financial Officer of the Company to comply with Listing Rule 5635(c) of The Nasdaq Stock Market LLC:
Votes For Votes Against Abstentions
3,265,896 1,511,525 153,928

The affirmative vote of the holders of a majority of the shares represented at the Meeting and entitled to vote was required for approval. The proposal was approved.