UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On November 20, 2024, Azitra, Inc. held its 2024 Annual Meeting of Stockholders, for the purposes of:
| ● | Electing four (4) directors, each to serve until our 2025 Annual Meeting of Stockholders; | |
| ● | Approving an amendment to our 2023 Stock Incentive Plan (“Plan”) to increase the number of shares reserved under the Plan by 1,144,401 shares; | |
| ● | Approving an amendment to the Plan for the adoption of an evergreen provision to the Plan providing for an automatic annual increase in the shares of common stock available for issuance under the Plan over the next 10 years; and | |
| ● | Ratifying the appointment of Grassi & Co., CPAs, P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024. |
All of the persons nominated to serve on our board of directors, namely Francisco D. Salva, Travis Whitfill, Barbara Ryan and John Schroer, were elected to our board of directors, with shares voted as follows:
| Name | For | Withheld | Broker Non-Votes | |||||||||
| Francisco D. Salva | 833,171 | 144,978 | 2,109,402 | |||||||||
| Travis Whitfill | 833,791 | 144,358 | 2,109,402 | |||||||||
| Barbara Ryan | 849,891 | 128,258 | 2,109,402 | |||||||||
| John Schroer | 850,311 | 127,838 | 2,109,402 | |||||||||
In addition, our shareholders approved an amendment to the Plan to increase the number of shares reserved under the Plan by 1,144,401 shares, with shares voted as follows:
| For | 663,277 | |||
| Against | 291,773 | |||
| Abstain | 23,099 |
There were 2,109,402 broker non-votes on the approval the above amendment to our Plan.
In addition, our shareholders approved an amendment to the Plan for the adoption of an evergreen provision to the Plan providing for an automatic annual increase in the shares of common stock available for issuance under the Plan over the next 10 years, with shares voted as follows:
| For | 751,718 | |||
| Against | 191,413 | |||
| Abstain | 35,017 |
There were 2,109,402 broker non-votes on the approval the amendment to our 2021 Stock Incentive Plan.
In addition, our shareholders ratified the appointment of Grassi & Co., CPAs, P.C as our independent registered public accounting firm for the fiscal year ending December 31, 2024, with shares voted as follows:
| For | 2,921,438 | |||
| Against | 111,636 | |||
| Abstain | 54,476 |
There were no broker non-votes on the ratification of our independent registered public accounting firm.
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.
| AZITRA, INC. | |
| Dated: November 26, 2024 | /s/ Francisco D. Salva |
| Francisco D. Salva | |
| Chief Executive Officer |