Item 5.02. Departure of
Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2020
Stock Incentive Plan
On September 30, 2022,
Synthetic Biologics, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”).
At the Annual Meeting, the Company’s stockholders approved amendment (“Amendment No. 1”) to the Company’s 2020
Stock Incentive Plan (the “2020 Stock Incentive Plan”) to increase the number of shares of common stock that the Company will
have authority to grant under the 2020 Stock Incentive Plan by an additional 6,600,000 shares of common stock. A description of the 2020
Stock Incentive Plan, as amended, is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting,
which was filed on August 16, 2022 with the Securities and Exchange Commission (the “Definitive Proxy Statement”), in the
section entitled “PROPOSAL 3—APPROVAL OF AN AMENDMENT TO THE COMPANY’S 2020 STOCK INCENTIVE PLAN TO INCREASE THE NUMBER
OF SHARES OF COMMON STOCK THAT WE WILL HAVE AUTHORITY TO GRANT UNDER THE PLAN FROM 400,000 TO 7,000,000 AND TO INCREASE THE ANNUAL NON-EMPLOYEE
DIRECTOR GRANT LIMIT TO 1,000,000 SHARES OF COMMON STOCK”, which is incorporated herein by reference. The description of Amendment
No. 1 is qualified in its entirety by reference to the full text of Amendment No. 1, a copy of which is included as an exhibit to this
Current Report on Form 8-K and attached to the Definitive Proxy Statement as Appendix C.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 30, 2022, the Company held the Annual
Meeting where the Company’s stockholders voted on the following seven (7) proposals and cast their votes as described below. These
matters are described in detail in the Definitive Proxy Statement.
The final results for Proposals 1, 2, 3, 4, 5,
6 and 7 as set forth in the Definitive Proxy Statement were as follows:
Proposal 1 — Election of Directors.
The following four (4) individuals were elected
as directors, to serve until the Company’s next annual meeting of stockholders and until their respective successors have been duly
elected and qualified with the following votes:
| Name of Director | |
Votes For | |
Withheld | |
Broker Non-Votes |
| Jeffrey J. Kraws | |
3,480,431 | |
1,681,131 | |
3,773,481 |
| John Monahan | |
3,937,920 | |
1,223,642 | |
3,773,481 |
| Steven A. Shallcross | |
4,400,101 | |
761,461 | |
3,773,481 |
| Jeffrey Wolf | |
3,455,545 | |
1,706,017 | |
3,773,481 |
Proposal 2 — Ratification of the appointment
of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
The stockholders ratified and approved the appointment
of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022 based on the
votes listed below:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 8,191,718 |
|
399,908 |
|
343,417 |
|
0 |
Proposal 3 — Approval of an Amendment
to the Company’s 2020 Stock Incentive Plan.
As further described above in Item 5.02 of this
Current Report on Form 8-K, the stockholders approved and adopted Amendment No. 1 to the 2020 Stock Incentive Plan, which amendment increased
the number of shares of common stock that the Company will have authority to grant under the 2020 Stock Incentive Plan from 400,000 to
7,000,000 shares of common stock. As a result, a maximum of 7,000,000 shares of common stock may be issued under the 2020 Stock
Incentive Plan, as amended. The results of the voting for this approved proposal were as follows:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 3,250,987 |
|
1,894,001 |
|
16,574 |
|
3,773,481 |
Proposal 4 — Approval, on an advisory
basis, of the compensation of our named executive officers.
The stockholders approved the compensation of
our named executive officers, on an advisory basis, based on the votes listed below:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 3,689,085 |
|
1,443,633 |
|
28,844 |
|
3,773,481 |
Proposal 5 — Approval of an amendment
to the Articles of Incorporation to change the name of the Company to “Theriva Biologics, Inc.”
The stockholders approved the amendment to the
Articles of Incorporation to change the name of the Company to Theriva Biologics, Inc. based on the votes listed below:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 1,809,006,717 |
|
201,259,567 |
|
218,054 |
|
0 |
Proposal 6 — Approval of an amendment
to the Articles of Incorporation to increase the number of authorized shares of common stock from 20,000,000 to 350,000,000.
The stockholders approved the amendment to the
Articles of Incorporation to increase the number of authorized shares of common stock from 20,000,000 to 350,000,000 based on the votes
listed below:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 1,363,490,126 |
|
646,929,043 |
|
65,169 |
|
0 |
Proposal 7 — Authorization of an adjournment
of the 2022 Annual Meeting of Stockholders, if necessary, if a quorum is present, to solicit additional proxies if there are not sufficient
votes in favor of Proposal 6.
The stockholders approved the authorization of
an adjournment of the Annual Meeting based on the votes listed below; however, the Board of Directors determined not to adjourn the Annual
Meeting to solicit additional proxies in favor of Proposal 6:
| Votes For |
|
Votes Against |
|
Abstentions |
|
Broker Non-Votes |
| 1,495,642,309 |
|
514,617,846 |
|
224,183 |
|
0 |
For more information about the foregoing proposals,
see the Definitive Proxy Statement for the 2022 Annual Meeting of Stockholders. At the Annual Meeting, there were, represented in person
or by proxy, 8,935,043 shares of common stock representing 56.39% of the voting power on the record date with respect to Proposals numbers
1, 2, 3 and 4 and shares of common stock, Series C Preferred Stock and Series D Preferred Stock representing 2,017,647,618 votes, or approximately
99.72% of the voting power on the record date with respect to Proposals 5, 6 and 7. As previously described in the Definitive Proxy Statement,
the shares of Series C Preferred Stock are entitled to an aggregate of 1,803,279 votes (6.55737705 votes per share) and the shares
of Series D Preferred Stock are entitled to an aggregate of 2,000,000,000 votes (20,000 votes per share) solely with respect to Proposals
5, 6 and 7, and no other voting rights except as required by law or as set forth in the Certificate of Designation for the Series C and
Series D Preferred Stock.