UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 13, 2025, Celcuity Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (the “Stockholders”) approved an amendment to the Company’s Amended and Restated 2017 Stock Incentive Plan (the “2017 Plan”) to increase by 3,000,000 the number of shares allocated for issuances under the 2017 Plan, with a corresponding 2,500,000 share increase to the number of shares that may be issued under the 2017 Plan pursuant to the exercise of incentive stock options (the “Plan Amendment”).
The Company’s Board of Directors approved the Plan Amendment subject to Stockholder approval at the Annual Meeting. The Plan Amendment became effective at the time of Stockholder approval.
A copy of the 2017 Plan, as amended, is attached to this Current Report on Form 8-K as Exhibit 10.1 and is incorporated herein by reference. The material terms of the 2017 Plan, as amended, are set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on April 1, 2025.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At
the Annual Meeting:
| 1. | Stockholders elected seven nominees to the Company’s Board of Directors to hold office until the next annual meeting and the election of such director’s successor, or such director’s earlier death, resignation or removal; |
| 2. | Stockholders ratified the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 3. | Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers; and |
| 4. | Stockholders approved a 3,000,000 share increase in the number of shares authorized under the 2017 Plan. |
The voting results for each such matter were as follows:
| 1. | Election of directors: |
| Nominee: | For: | Withheld: | Broker Non-Votes: | |||||||||
| Richard E. Buller | 25,660,981 | 510,655 | 6,900,184 | |||||||||
| David F. Dalvey | 23,988,036 | 2,183,600 | 6,900,184 | |||||||||
| Leo T. Furcht | 20,649,460 | 5,522,176 | 6,900,184 | |||||||||
| Lance G. Laing | 25,465,047 | 706,589 | 6,900,184 | |||||||||
| Polly A. Murphy | 25,483,835 | 687,801 | 6,900,184 | |||||||||
| Richard J. Nigon | 26,033,518 | 138,118 | 6,900,184 | |||||||||
| Brian F. Sullivan | 25,856,807 | 314,829 | 6,900,184 | |||||||||
| 2. | Ratification of the appointment of Boulay PLLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025: |
| For: | Against: | Abstain: | Broker Non-Votes: | |||||||||||
| 33,001,673 | 54,452 | 15,695 | 0 | |||||||||||
| 3. | Approval, on an advisory basis, of the Company’s named executive officer compensation: |
| For: | Against: | Abstain: | Broker Non-Votes: | |||||||||||
| 25,374,197 | 795,476 | 1,963 | 6,900,184 | |||||||||||
| 4. | Approval of the 3,000,000 share increase in the number of shares authorized under the 2017 Plan: |
| For: | Against: | Abstain: | Broker Non-Votes: | |||||||||||
| 17,996,348 | 8,166,267 | 9,021 | 6,900,184 | |||||||||||
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 10.1 | Celcuity Inc. Amended and Restated 2017 Stock Incentive Plan. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
Date: May 16, 2025
| CELCUITY INC. | ||
| By: | /s/ Brian F. Sullivan | |
| Brian F. Sullivan | ||
| Chief Executive Officer | ||