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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 17, 2025
| LIQUIDIA CORPORATION |
| (Exact name of registrant as specified in its charter) |
| |
|
|
| Delaware |
001-39724 |
85-1710962 |
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 419 Davis Drive, Suite 100, Morrisville, North Carolina |
27560 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (919) 328-4400
| (Former name or former address, if changed since last report.) |
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))
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 |
LQDA |
The Nasdaq Stock Market LLC |
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. ¨
| Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On June 17, 2025, Liquidia Corporation, a Delaware
corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting,
the following matters were submitted to a vote of stockholders:
1. The election of three (3) Class I directors
to serve until the Company’s 2028 Annual Meeting of Stockholders, or until their respective successors shall have been duly elected
and qualified;
2. The ratification of the appointment of PricewaterhouseCoopers
LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025; and
3. The approval, by non-binding advisory vote,
of the compensation of the Company’s named executive officers (the “NEOs”).
At the close of business on April 23, 2025, the
record date for the determination of stockholders entitled to vote at the Annual Meeting, there were 85,448,787 shares of common stock
outstanding and entitled to vote at the Annual Meeting. The holders of 67,560,757 shares of common stock were represented virtually or
by proxy at the Annual Meeting, constituting a quorum.
At the Annual Meeting, the three Class I directors
were elected, the appointment of the Company’s independent registered public accounting firm for the year ending December 31, 2024
was ratified and the compensation of the NEOs was approved by non-binding advisory vote.
Proposal No. 1- Election of Class I Directors
The vote with respect to the election of Class
I directors was as follows:
| Nominees | |
For | | |
Withheld | | |
Broker
Non-
Votes | |
| Stephen Bloch, M.D. | |
| 39,609,683 | | |
| 6,598,760 | | |
| 21,352,314 | |
| Joanna Horobin, M.B., C.H.B. | |
| 45,361,656 | | |
| 846,787 | | |
| 21,352,314 | |
| Roger A. Jeffs, Ph.D. | |
| 46,091,138 | | |
| 117,305 | | |
| 21,352,314 | |
Proposal No. 2 - Ratification of the Appointment of Independent
Registered Public Accounting Firm
The vote with respect to the ratification of the appointment of PricewaterhouseCoopers
LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025 was as follows:
| For | | |
Against | | |
Abstain | |
| | 67,519,260 | | |
| 30,220 | | |
| 11,277 | |
Proposal No. 3 – Approval, by Non-Binding
Advisory Vote, of the Compensation of the NEOs
The vote with respect to the approval, by non-binding advisory vote,
of the compensation of the NEOs was as follows:
| For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
| | 44,393,482 | | |
| 1,313,301 | | |
| 501,660 | | |
| 21,352,314 | |
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Exhibit |
| 104 |
|
Cover Page Interactive Data File (the cover page tags are 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.
| June 18, 2025 |
Liquidia Corporation |
| |
|
| |
By: |
/s/ Michael Kaseta |
| |
|
Name: Michael Kaseta |
| |
|
Title: Chief Financial Officer and Chief Operating Officer |
