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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): July 12, 2022

ALIMERA SCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-34703

20-0028718

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)

6310 Town Square, Suite 400

Alpharetta, Georgia

30005

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (678) 990-5740

Not Applicable

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

ALIM

The Nasdaq Stock Market LLC

(Nasdaq Global Market)

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 o

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. o


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

Summary of Proposals Submitted to Stockholders

On July 12, 2022, Alimera Sciences, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the following proposals were submitted to the stockholders of the Company, as set forth in the Company’s definitive proxy statement on Schedule 14A filed with the SEC on June 1, 2022 (the “Proxy Statement”):

Proposal 1:

The election of three directors to serve as Class III directors for a term of three years until the 2025 annual meeting of stockholders.

Proposal 2:

The ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

Proposal 3:

The approval, on an advisory basis, of the compensation of the Company’s named executive officers.

Voting Results

On the record date, there were (a) 7,002,961 shares of common stock outstanding and entitled to vote and (b) shares of our outstanding Series A Preferred Stock entitled to 542,373 votes in the aggregate. Of the 7,545,334 votes that were eligible to be cast by the holders of common stock and Series A Preferred Stock at the Annual Meeting, 5,499,316 votes, or approximately 72.9% of the total, 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 matter is set forth below:

Proposal 1:

Election of Directors.

The Company’s stockholders elected the following directors to serve as Class III directors until the 2025 annual meeting of stockholders. The votes regarding the election of these directors were as follows:

Directors

Votes For

Votes Withheld

Broker Non-Votes

Brian K. Halak, Ph.D.

3,600,105

418,377

1,480,834

Erin Parsons

4,004,416

14,066

1,480,834

Peter J. Pizzo, III

3,735,967

282,515

1,480,834

Proposal 2:

Ratification of appointment of Grant Thornton LLP.

The Company’s stockholders ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes regarding this proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

5,484,706

14,070

540

0

Proposal 3:

Approval, on an advisory basis, of the compensation of our named executive officers.

The Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers. The votes regarding this proposal were as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

3,958,872

48,421

11,189

1,480,834


1


Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

No.

Description

104

Cover Page Interactive Data File (embedded within the inline XBRL document)

2


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.

ALIMERA SCIENCES, INC.

Dated: July 13, 2022

By:

/s/ J. Philip Jones

Name:

J. Philip Jones

Title:

Chief Financial Officer