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): May 25, 2021
___________________________________________________________
ACURA PHARMACEUTICALS, INC.
(Exact Name of Registrant as specified in its Charter)
___________________________________________________________
| New York | 1-10113 | 11-0853640 | ||
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer | ||
| incorporation or organization) | Identification Number) |
616 N. North Court, Suite 120
Palatine, Illinois 60067
(Address of principal executive offices) (Zip code)
(847) 705-7709
(Registrant’s telephone number, including area code)
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, $0.01 par value per share | ACUR |
OTCQB Market |
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 (17CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c)) |
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.
On May 25, 2021, we held our Annual Meeting of Shareholders at which the shareholders voted (i) for the election of Immanuel Thangaraj, Bruce F. Wesson, Robert B. Jones, William G. Skelly and George K. Ross to our Board of Directors for one-year terms; (ii) for an advisory resolution to approve executive compensation; (iii) for the adoption of the 2021Restricted Stock Unit Award Plan; and (iv) for the ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for the 2021 fiscal year ending December 31, 2021.
The results of the voting with respect to each matter voted upon, as applicable, are set forth below:
| 1. | Election of Directors: |
| Nominee | For | Withheld | Broker Non-Votes | |||
| Immanuel Thangaraj | 15,228,432 | 150,253 | 3,733,358 | |||
| Bruce F. Wesson | 15,228,212 | 150,473 | 3,733,358 | |||
| Robert B. Jones | 15,207,099 | 171,586 | 3,733,358 | |||
| William G. Skelly | 15,209,250 | 169,435 | 3,733,358 | |||
| George K. Ross | 15,228,854 | 149,831 | 3,733,358 |
| 2. | Advisory Resolution Approving Executive Compensation: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 14,991,968 | 378,542 | 8,175 | 3,733,358 |
| 3. | Adoption of the 2021 RSU Award Plan: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 15,016,374 | 354,054 | 8,257 | 3,733,358 |
| 4. | Ratification of Independent Registered Public Accounting Firm for 2021 Fiscal Year: |
| For | Against | Abstentions | Broker Non-Votes | |||
| 18,908,846 | 190,289 | 12,908 | 0 |
SIGNATURE
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 thereunto duly authorized.
| Date: May 26, 2021 | ACURA PHARMACEUTICALS, INC. | ||
| By: | /s/ Peter A. Clemens | ||
| Peter A. Clemens | |||
| Senior Vice President & Chief Financial Officer | |||