Document



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

Date of Report (Date of earliest event reported):  June 12, 2019
OPIANT PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
 
 
 
 
Delaware
 
001-38193
 
46-4744124
(State or other jurisdiction of
incorporation)
 
(Commission File Number

 
(IRS Employer Identification No.)
201 Santa Monica Boulevard, Suite 500
Santa Monica, CA
 

90401
(Address of Principal Executive Offices)

 
(Zip Code)
 
(310) 598-5410
Registrant’s telephone number, including area code
 
(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
Name of each exchange on which registered
Common Stock, par value $0.001 per share
OPNT
Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in 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
Opiant Pharmaceuticals, Inc. (the "Company") held its Annual Meeting of Stockholders (the "Annual Meeting") on June 12, 2019. At the Annual Meeting, the following matters were submitted to a vote of stockholders:

1.    The proposal to elect Dr. Roger Crystal and Ann MacDougall as Class II directors to serve until the 2022 annual meeting of stockholders, or until his or her successor is duly elected and qualified;

2.    The proposal to ratify the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019;

3.    An advisory vote on the Company’s executive compensation; and

4.    An advisory vote on the frequency of the advisory vote on the Company’s executive compensation of one, two or three years.
At the close of business on April 15, 2019, the record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 3,985,361 shares of the Company’s Common Stock outstanding and entitled to vote at the Annual Meeting. The holders of 3,186,104 shares of the Company’s Common Stock were represented in person or by proxy at the Annual Meeting, constituting a quorum.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon, as applicable, are set forth below:
Proposal No. 1 - Election of Directors
The following nominees were elected to serve as Class II directors for a term that will continue until the 2022 annual meeting of stockholders or until his or her successor has been duly elected and qualified. The number of votes cast for and against and the number of abstentions and broker non-votes for the nominee were as follows:
Nominees
 
For
 
Withheld
 
Broker Non-Votes
Dr. Roger Crystal
 
1,086,377
 
661,894
 
1,437,833
Ann MacDougall
 
1,440,757
 
307,514
 
1,437,833

Proposal No. 2 - Ratification of the appointment of MaloneBailey, LLP for the fiscal year ended December 31, 2019
The vote with respect to the approval of the ratification of the appointment of MaloneBailey, LLP as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2019, was as follows:





For
 
Against
 
Abstain
2,975,814
 
74,652
 
135,638
Proposal No. 3 - Advisory Vote on Executive Compensation
The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement. The number of votes cast for and against and the number of abstentions and broker non-votes were as follows:
Votes For
 
Votes Against
 
Abstentions
 
Broker Non-Votes
1,004,828
 
719,974
 
23,469
 
1,437,833
Proposal No. 4 - Advisory Vote on Frequency of the Advisory Vote on Executive Compensation
The Company's stockholders approved, on an advisory basis, the frequency of the advisory vote on the compensation of the Company's named executive officers to be "One Year". The number of votes cast for each frequency and the number of abstentions were as follows:
One Year
 
Two Years
 
Three Years
 
Abstentions
 
Broker Non-Votes
1,024,168
 
5,711
 
697,482
 
20,910
 
1,437,833
    




 
 















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.

OPIANT PHARMACEUTICALS, INC.
Dated: June 13, 2019        By:     /s/ David D. O’Toole    
Name: David D. O’Toole
Title:  Chief Financial Officer