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.
Fourth Amended and Restated 2013 Equity Incentive Plan
On March 3, 2022, Beyond Air, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders, upon the recommendation of the Company’s Board of Directors (the “Board”), approved the Company’s Fourth Amended and Restated 2013 Equity Incentive Plan (the “Amended 2013 Plan”) to increase the number of shares of common stock reserved for issuance by an additional 2,000,000 shares. A summary of the Amended 2013 Plan is set forth on pages 18 to 22 in the Company’s Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on January 21, 2022 (the “Proxy Statement”), and such description is incorporated by reference herein. That summary and the above description of the Amended 2013 Plan do not purport to be complete and are qualified in their entirety by reference to the Amended 2013 Plan, which is attached hereto and incorporated herein by reference in its entirety as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders
On March 3, 2022, the Company held the Annual Meeting. As of January 10, 2022, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 29,668,272 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. A total of 18,895,333 shares of common stock, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:
Proposal 1. At the Annual Meeting, the terms of seven (7) members of the Board expired. All of the seven (7) nominees for director were elected to serve until the next annual meeting of stockholders or until their successors are elected and qualified, or until such director’s prior death, resignation or removal. The result of the votes to elect the seven (7) directors was as follows:
| Directors | For | Withheld | Broker Non-Votes | |||||||||
| Steven A. Lisi | 10,086,300 | 605,353 | 8,203,680 | |||||||||
| Amir Avniel | 10,081,838 | 609,815 | 8,203,680 | |||||||||
| Ron Bentsur | 10,087,344 | 604,309 | 8,203,680 | |||||||||
| Robert F. Carey | 10,603,104 | 88,549 | 8,203,680 | |||||||||
| Dr. William Forbes | 9,298,000 | 1,393,653 | 8,203,680 | |||||||||
| Yoori Lee | 9,531,033 | 1,160,620 | 8,203,680 | |||||||||
| Erick J. Lucera | 8,479,839 | 2,211,814 | 8,203,680 | |||||||||
Proposal 2. At the Annual Meeting, the stockholders ratified the appointment of Friedman LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2022. The result of the votes to ratify the appointment of Friedman LLP was as follows:
| For | Against | Abstain | ||||||
| 18,795,978 | 95,686 | 3,669 | ||||||
Proposal 3. At the Annual Meeting, the Company’s stockholders approved the Amended 2013 Plan to increase the number of shares reserved for issuance by 2,000,000. The result of the votes to approve the Amended 2013 Plan was as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||
| 8,438,604 | 2,167,811 | 85,238 | 8,203,680 | |||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description | |
10.1
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| 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.
| BEYOND AIR, Inc. | ||
| Date: March 4, 2022 | By: | /s/ Steven A. Lisi |
| Name: | Steven A. Lisi | |
| Title: | Chief Executive Officer | |