UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2023 annual meeting of stockholders (the “Annual Meeting”) of Agile Therapeutics, Inc. (the “Company”) held on June 8, 2023, the following proposals were submitted to the stockholders of the Company:
Proposal 1:The election of one director to serve as a Class III director until the Company’s 2026 annual meeting of stockholders and until her successor is duly elected and qualified.
Proposal 2:Approval, on a non-binding advisory basis, of the 2022 compensation of our named executive officers.
Proposal 3:Approval of the Agile Therapeutics, Inc. 2023 Equity Incentive 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, 2023.
For more information about the foregoing proposals, see the proxy statement filed by the Company with the Securities and Exchange Commission on April 28, 2023. Of the 947,399 shares of the Company’s common stock entitled to vote at the Annual Meeting, 362,267, or approximately 38.23% 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 one (1) director to serve as a Class III director until the Company’s 2026 annual meeting of stockholders and until her successor is duly elected and qualified. The votes regarding the election of the director were as follows:
Votes For | Votes Withheld | Broker Non-Votes | ||||||
Director | ||||||||
Sharon Barbari | 72,597 | 22,414 | 267,256 |
Proposal 2:Advisory Non-Binding Vote on 2022 Executive Compensation.
The Company’s stockholders approved, on a non-binding advisory basis, the 2022 compensation of our named executive officers. The votes regarding this proposal were as follows:
Votes Against | Votes Abstaining | Broker Non-Votes | ||||||
Votes For | ||||||||
52,750 | 41,272 | 989 | 267,256 |
Proposal 3: | Approval of the Agile Therapeutics, Inc. 2023 Equity Incentive Plan. |
The Company’s stockholders approved the Agile Therapeutics, Inc. 2023 Equity Incentive Plan. The votes regarding this proposal were as follows:
Votes Against | Votes Abstaining | Broker Non-Votes | ||||||
Votes For | ||||||||
60,162 | 32,005 | 2,844 | 267,256 |
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, 2023. The votes regarding this proposal were as follows:
Votes Against | Votes Abstaining | ||||||
Votes For | |||||||
310,321 | 51,062 | 884 |
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. | |
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Dated: June 8, 2023 | By: | /s/ Alfred Altomari |
| Name: | Alfred Altomari |
| Title: | Chairperson and Chief Executive Officer |