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)  May 31, 2022

 

LEXARIA BIOSCIENCE CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-52138 

 

20-2000871

(State or other jurisdiction

 of incorporation)

 

(Commission

File Number)

 

(IRS Employer

 Identification No.)

 

100 – 740 McCurdy Road, Kelowna, BC Canada

 

V1X 2P7

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code  (250) 765-6424

 

__________________________________________

(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:

 

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, par value $0.001 per share

Warrants to Purchase Common Stock

 

LEXX

LEXXW

 

The Nasdaq Capital Market

The Nasdaq Capital Market

 

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 May 31, 2022 at 1:00 p.m. (Pacific Time), the Company held its annual shareholder meeting (the “Meeting”).  There were 2,927,321 shares of the Company represented in person or by proxy at the Meeting, constituting 49.2% of the Company’s issued share capital as at April 4, 2022, being the record date of the Meeting.  The matters voted upon at the Meeting and the final voting results are set forth below:

 

Matter Being Voted On

 

For

 

 

Against/

Withheld

 

 

Abstain

 

 

Broker Non-Vote

 

 

Percent

Approved By1

 

To Elect Chris Bunka as a director

 

 

1,708,178

 

 

 

49,986

 

 

 

0

 

 

 

1,169,157

 

 

 

97.15%

To Elect John Docherty as a director

 

 

1,533,997

 

 

 

224,167

 

 

 

0

 

 

 

1,169,157

 

 

 

87.25%

To Elect Nicholas Baxter as a director

 

 

1,485,669

 

 

 

272,495

 

 

 

0

 

 

 

1,169,157

 

 

 

84.5%

To Elect Ted McKechnie as a director

 

 

1,689,378

 

 

 

68,786

 

 

 

0

 

 

 

1,169,157

 

 

 

96.1%

To Elect Albert Reese Jr. as a director

 

 

1,697,646

 

 

 

60,518

 

 

 

0

 

 

 

1,169,157

 

 

 

96.56%

To Appoint Davidson & Company LLP as Auditors

 

 

2,891,381

 

 

 

13,634

 

 

 

22,306

 

 

 

0

 

 

 

98.77%

To Approve the Executive Compensation Issued for the 2021 Fiscal Year on an advisory non-binding basis

 

 

1,644,229

 

 

 

86,673

 

 

 

27,262

 

 

 

1,169,157

 

 

 

93.52%

To Ratify the lawful actions of the directors for the past year

 

 

1,601,239

 

 

 

126,568

 

 

 

30,357

 

 

 

1,169,157

 

 

 

91.1%

 

1 Percentage is calculated based on abstained votes being counted as a vote against the resolution.

 

All of the proposals are described in detail in the Company’s proxy statement filed with the Securities and Exchange Commission on April 13, 2022.

 

The next advisory vote on the executive compensation will take place at the Company’s 2025 annual meeting where the Company’s shareholders will also be given an opportunity to vote on the frequency of executive compensation approval.

 

 

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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.

 

LEXARIA BIOSCIENCE CORP.

 

 

 

/s/ Chris Bunka

 

Chris Bunka

 

CEO, Principal Executive Officer

 

 

 

Date: June 1, 2022

 

   

 

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