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, 2020

Date of report (Date of earliest event reported)

Agile Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

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:

 

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 9, 2020, the Board of Directors (the “Board”) of Agile Therapeutics, Inc. (the “Company”) appointed Sandra Carson, M.D. as a Class II member of the Board. The Board appointed Dr. Carson to the Board’s science and technology committee and nominating and corporate governance committee.

 

Further, on June 9, 2020, the Board approved certain changes to the cash compensation amounts payable to non-employee directors, effective June 1, 2020. Each member of the Board who is not an employee of the Company will receive the following cash compensation for Board services, as applicable:

 

 

 

 

 

 

 

 

Dr. Carson will receive the standard cash compensation amounts payable to non-employee directors of the Company described above, as well as the equity compensation described in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 24, 2020 (the “Proxy Statement”). 

 

There are no arrangements or understandings between Dr. Carson and any other person pursuant to which she was selected as a director. Since the beginning of the Company’s last year, there have not been any transactions, or currently proposed transactions, or series of similar transactions, in which the Company was a party and in which Dr. Carson had a direct or indirect material interest.

 

Additionally, on June 9, 2020, the Board appointed Seth H.Z. Fischer as lead independent director of the Board.

 

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

 

At the 2020 annual meeting of stockholders (the “Annual Meeting”) of the Company held on June 9, 2020, the following proposals were submitted to the stockholders of the Company:

 

 

For more information about the foregoing proposals, see the Proxy Statement.  Of the 87,213,212 shares of the Company’s common stock entitled to vote at the Annual Meeting, 67,779,163 shares, or approximately 77.7 %, were represented at the meeting 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 two directors to serve as Class III directors until the Company’s 2023 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:

 

 

Proposal 2:    Advisory Non-Binding Vote on 2019 Executive Compensation.

 

The Company’s stockholders approved, on a non-binding advisory basis, the 2019 compensation of our named executive officers. The votes regarding this proposal were as follows:

 

 

Proposal 3:    Advisory Non-Binding Vote on Frequency of Stockholder Votes on Executive Compensation.

 

The Company’s stockholders approved, on a non-binding advisory basis, conducting a stockholder vote on the compensation of our named executive officers every year. 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, 2020. The votes regarding this proposal were as follows:

 

 

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.