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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 9, 2022

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.)

, New Jersey

500 College Road East, Suite 310

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 2022 annual meeting of stockholders (the “Annual Meeting”) of Agile Therapeutics, Inc. (the “Company”) held on June 9, 2022, the following proposals were submitted to the stockholders of the Company:

Proposal 1:The election of three directors to serve as Class II directors until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified.

Proposal 2:Approval, on a non-binding advisory basis, of the 2021 compensation of our named executive officers.

Proposal 3:Approval of an amendment to Agile Therapeutics, Inc.’s Amended and Restated 2014 Incentive Compensation Plan.

Proposal 4: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, 2022.

For more information about the foregoing proposals, see the proxy statement filed by the Company with the Securities and Exchange Commission on April 29, 2022. Of the 146,741,862 shares of the Company’s common stock entitled to vote at the Annual Meeting, 78,982,445, or approximately 53.82% 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 II directors until the Company’s 2025 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

Sandra Carson, M.D. FACOG

34,958,134

7,153,217

36,871,094

Seth H.Z. Fischer

34,653,126

7,458,225

36,871,094

Josephine Torrente

31,557,528

10,553,823

36,871,094

Proposal 2:Advisory Non-Binding Vote on 2021 Executive Compensation.

The Company’s stockholders approved, on a non-binding advisory basis, the 2021 compensation of our named executive officers. The votes regarding this proposal were as follows:

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

35,598,524

6,189,341

323,486

36,871,094

Proposal 3:

Approval of an amendment to Agile Therapeutics, Inc.’s Amended and Restated 2014 Incentive Compensation Plan

Votes For

Votes Against

Votes Abstaining

Broker Non-Votes

35,745,234

5,966,010

400,107

36,871,094

The Company’s stockholders approved an amendment to the Company’s Amended and Restated 2014 Incentive Compensation Plan. The votes regarding this proposal were as follows:

Proposal 4: 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, 2022. The votes regarding this proposal were as follows:

Votes For

Votes Against

Votes Abstaining

75,213,682

3,277,982

490,781

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 10, 2022

By:

/s/ Alfred Altomari

 

Name:

Alfred Altomari

 

Title:

Chairman and Chief Executive Officer