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):  June 29, 2015

Cocrystal Pharma, Inc.
(Exact name of registrant as specified in its charter)

Delaware
 
000-55158
 
20-5978559
(State or other Jurisdiction of Incorporation)
 
(Commission File Number)
 
(IRS Employer Identification No.)
 
19805 North Creek Parkway
Bothell, WA
 
 
98011
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (425) 398-7178
 

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))

 
 



 

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

On June 29, 2015, Cocrystal Pharma, Inc. (the “Company”) held its Annual Meeting of Shareholders at which the Company’s shareholders elected the members of the Company’s board of directors to serve until the Company’s next Annual Meeting of Shareholders and voted on a number of additional proposals which were described in greater detail in the Company’s definitive proxy materials filed with the Securities and Exchange Commission on June 1, 2015. Voting results are as follows:

Proposal 1.  Election of Directors

Nominee
Votes For
Votes Withheld
Broker Non-Votes
Dr. Raymond Schinazi
468,308,366
317,840
46,531,871
Dr. Gary Wilcox
468,542,256
83,950
46,531,871
Mr. Jeffrey Meckler
468,542,162
84,044
46,531,871
Dr. David Block
468,543,081
83,125
46,531,871
Dr. Phillip Frost
468,277,716
348,490
46,531,871
Dr. Jane Hsiao
468,264,165
362,041
46,531,871
Mr. Steven Rubin
468,273,041
353,165
46,531,871

Each director nominated was elected by over 99% of the votes cast.

Proposal 2.  Approval and Ratification of the 2015 Equity Incentive Plan

Votes For
Votes Against
Abstentions
Broker Non-Votes
467,062,361
1,312,002
251,843
46,531,871

The 2015 Equity Incentive Plan was approved and ratified by over 99% of the votes cast.

Proposal 3.  Approval of Reverse Stock Split

Split Ratio
Votes For
Votes Against
Abstentions
1 for 5
511,571,910
3,175,782
410,385
1 for 8
490,933,059
13,009,339
11,215,679
Between 1 for 5
and 1 for 8
491,952,718
11,970,204
11,235,155

Each proposed split ratio was approved a number of votes representing over a majority of shares outstanding.

Proposal 4.  Shareholder Advisory Vote on Named Executive Officer Compensation

Votes For
Votes Against
Abstentions
Broker Non-Votes
467,678,052
648,551
299,603
46,531,871

The shareholder advisory vote on executive compensation was approved by over 99% of the votes cast.

Proposal 5.  Shareholder Advisory Vote on Frequency of Advisory Vote

1 Year
2 Years
3 Years
Abstentions
4,736,844
2,530,095
461,158,353
200,914
Over 98% of the votes cast by shareholders were in favor of a three-year frequency for shareholder advisory votes on executive compensation.

Proposal 6.  Ratification of the Appointment of BDO USA, LLP as Company’s Independent Registered Public Accounting Firm for Fiscal Year 2015

Votes For
Votes Against
Abstentions
513,812,814
415,722
929,541

 
 

 
 
BDO USA, LLP was ratified as the Company’s independent registered public accounting firm by over 99% of the votes cast.

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.
 
Cocrystal Pharma, Inc.
 
Date: July 2, 2015
By:  /s/ Jeffrey Meckler
 
Name:  Jeffrey Meckler
Title:   Chief Executive Officer