8-K 1 tm2037993d1_8k.htm FORM 8-K





Washington, DC 20549






Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of report (Date of earliest event reported): December 8, 2020



(Exact name of Registrant as specified in its charter)


Washington 001-37544 91-1549568
(State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.)


4503 Glencoe Avenue

Marina del Rey, California



(Address of principal executive offices) (Zip Code)


(310) 655-2928

(Registrant’s Telephone number)


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 (see General Instruction A.2. below):


¨ 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 (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 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. ¨


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   ARMP   NYSE American







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


Armata Pharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on December 8, 2020, at 8:30 a.m. local time at the Company’s headquarters in Marina del Rey, California. At the Annual Meeting, stockholders voted on the matters disclosed in the Company's definitive proxy statement filed with the Securities and Exchange Commission on October 22, 2020. The final voting results for the matters submitted to a vote of stockholders are provided below


Proposal 1 – Election of directors:


All of the Company’s director nominees were elected for a one-year term expiring at the 2021 Annual Meeting of Shareholders.


  Votes For   Votes Withheld   Broker Non-Votes
Todd R. Patrick 12,837,561   13,793   1,124,364
Richard J. Bastiani, Ph.D. 12,836,461   14,893   1,124,364
Sarah J. Schlesinger, M.D. 12,825,302   26,052   1,124,364
Joseph M. Patti, Ph.D. 12,837,567   13,787   1,124,364
Odysseas D. Kostas, M.D. 12,838,367   12,987   1,124,364
Todd C. Peterson, Ph.D. 12,837,656   13,698   1,124,364
Robin C. Kramer 12,838,383   12,971   1,124,364


Proposal 2 – Advisory, non-binding vote on executive compensation:


The Company’s stockholders approved, on an advisory, non-binding basis, the Company’s executive officer compensation.


Vote For   Votes Against   Abstentions   Broker Non-Votes
12,771,720   32,726   46,908   1,124,364


Proposal 3 – Non-binding advisory approval of the frequency of future advisory votes on the Company's named executive officer compensation:


The Company's stockholders approved, on an advisory basis, a one-year frequency for future advisory votes on the Company's named executive officer compensation.


1 Year   2 Years   3 Years   Abstentions   Broker Non-Votes
11,704,578   899,965   224,260   22,551   1,124,364


After considering the results of the non-binding advisory vote on the frequency of future advisory votes on the Company’s named executive officer compensation at the Annual Meeting, the Company’s Board of Directors determined that the Company will hold an advisory vote on named executive compensation annually until the next required vote on the frequency of such votes.


Proposal 4 — Ratification of selection of Ernst & Young LLP as the independent registered public accounting firm:


The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2020.


Vote For   Votes Against   Abstentions   Broker Non-Votes
13,948,254   8,904   18,560   0





Item 8.01 Other Events.


On December 9, 2020, the Company issued a press release announcing the election of Robin C. Kramer to its Board of Directors. Following the Annual Meeting, the Board appointed Robin C. Kramer was appointed to serve as a director and as Chair of the Audit Committee.


The full text of the press release issued in connection with this announcement is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.


  (d) Exhibits.


Exhibit No.



99.1   Press Release, dated December 9, 2020.









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.


Date: December 9, 2020 Armata Pharmaceuticals, Inc.
  By: /s/ Steve R. Martin
  Name:  Steve R. Martin
  Title: Chief Financial Officer