UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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*Trading, but only in connection with the American Depositary Shares.
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).
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 27, 2024, Akari Therapeutics, Plc (the “Company”) held its 2024 Annual General Meeting (the “Annual General Meeting”). Proxies were solicited pursuant to the Company’s definitive proxy statement filed on June 3, 2024 (the “Proxy Statement”), with the Securities and Exchange Commission under Section 14(a) of the Securities Exchange Act of 1934, as amended. The number of ordinary shares entitled to vote at the Annual General Meeting was 15,847,391,523. The number of ordinary shares present or represented by valid proxy at the Annual General Meeting failed to establish a quorum for the Annual General Meeting. Accordingly, the Annual General Meeting was adjourned to June 28, 2024 (the “Adjourned Annual General Meeting”). The Adjourned Annual General Meeting duly proceeded in accordance with the provisions of the articles of association of the Company and all matters submitted to a vote of the Company’s shareholders at the Adjourned Annual General Meeting were approved and the director nominees were elected.
The voting results below are final and reported in ordinary shares.
Ordinary Resolution |
Votes For |
Votes Against |
Votes Withheld |
Broker Non-Votes |
To receive the report of the Board of Directors and the accounts for the year ended December 31, 2023, together with the report of the statutory auditor and the strategic report. |
6,311,484,728 |
33,260,000 |
138,680,000 |
– |
To approve the Board of Directors’ Remuneration Report (excluding the Board of Directors’ Remuneration Policy), as set out in the Company’s annual report and accounts for the financial year ended December 31, 2023. |
6,303,638,728 |
36,882,000 |
142,904,000 |
– |
To re-elect Donald Williams as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Company’s articles of association (the “Articles”). |
5,692,126,728 |
747,748,000 |
43,550,000 |
– |
To re-elect Michael Grissinger as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Articles. |
6,276,194,728 |
204,180,000 |
3,050,000 |
– |
To re-elect Mohamed Wa’El Ahmed Hashad as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Articles. |
5,687,886,728 |
691,988,000 |
103,550,000 |
– |
To re-elect Samir Patel as a director of Akari, as a Class A Director as stated in Article 18.2.1 of the Articles. |
6,473,892,728 |
5,982,000 |
3,550,000 |
– |
To re-elect Raymond Prudo-Chlebosz, M.D. as a director of Akari, as a Class C Director as stated in Article 18.2.3 of the Articles. |
6,436,330,728 |
43,854,000 |
3,240,000 |
– |
To ratify the appointment of BDO USA, P.C. as independent registered public accounting firm of Akari for the year ending December 31, 2024. |
6,409,914,728 |
716,000 |
72,794,000 |
– |
To ratify the appointment of Haysmacintyre LLP as statutory auditors of Akari to hold office until the conclusion of the next annual general meeting at which accounts are laid before Akari shareholders. |
6,440,226,728 |
930,000 |
42,268,000 |
– |
To authorize the audit committee of the Board of Directors of Akari to fix the statutory auditors’ remuneration. |
6,440,856,728 |
3,826,000 |
38,742,000 |
– |
To approve, on a non-binding, advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in the Proxy Statement. |
6,335,386,728 |
7,448,000 |
140,590,000 |
– |
Ordinary Resolution |
1 Year |
2 Year |
3 Year |
Abstain |
Broker Non-Votes |
To indicate, on a non-binding, advisory basis, the preferred frequency of future shareholder advisory votes on the compensation of Akari’s NEOs. |
4,610,354,000 |
1,866,410,000 |
2,676,728 |
3,984,000 |
– |
Based on these results and consistent with the Company’s recommendation, the Company will conduct future advisory votes regarding the compensation of the Company’s NEOs on an annual basis. This policy will remain in effect until the next stockholder vote on the frequency of such advisory votes.
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.
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Akari Therapeutics, Plc |
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Date: July 1, 2024 |
By: |
/s/ Samir R. Patel, M.D. |
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Samir R. Patel, M.D. |
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Interim President and Chief Executive Officer |