TTNP Titan Pharmaceuticals Inc - 8-K

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Titan Pharmaceuticals, Inc. (the “Company”) was held pursuant to notice on June 16, 2025 at the offices of Olshan Frome Wolosky LLP located at 1325 Avenue of the Americas, 15th Floor, New York, New York 10019. As of the record date, there were 914,234 shares of common stock outstanding and entitled to vote at the Annual Meeting. The total number of shares of common stock voted in person or by proxy at the Annual Meeting was 495,640 shares, representing approximately 54.21% of the shares of common stock outstanding and entitled to vote at the Annual Meeting.

Each director nominee was elected and each other matter submitted to a vote of the Company’s stockholders at the Annual Meeting, as described below, was approved by the requisite vote of the Company’s stockholders. The final voting results for each of the proposals submitted to a vote of the stockholders of the Company at the Annual Meeting are set forth below. The proposals are described in detail in the Proxy Statement, and are incorporated herein by reference.

Proposal 1  – The election of five directors, to serve until the Company’s 2026 annual meeting of stockholders or until their successors are duly elected and qualified.

Director Nominee

Votes For

Votes Withheld

Avraham Ben-Tzvi

302,105

7,955

Brynner Chiam

303,761

6,299

Francisco Osvaldo Flores Garcia

300,685

9,375

Firdauz Edmin Bin Mokhtar

303,672

6,388

Gabriel Loh

303,746

6,314

Proposal 2  – Approval of the issuance of more than 20% of the Company’s common stock pursuant to a private placement transaction for purposes of complying with Nasdaq Listing Rules 5635(b) and 5635(d).

Votes For

Votes Against

Abstentions

280,752

21,666

7,642

Proposal 3  – Approval of an amendment to the Company’s Fourth Amended and Restated 2015 Omnibus Equity Incentive Plan (the “2015 Plan”) to (i) increase the total number of shares authorized for issuance thereunder and (ii) extend the term of the 2015 Plan by an additional five years.

Votes For

Votes Against

Abstentions

281,463

20,676

7,921

Proposal 4  – The ratification of Enrome LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025.

Votes For

Votes Against

Abstentions

476,200

9,018

10,422

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Proposal 5 – The advisory (non-binding) approval of the compensation of the Company's named executive officers.

Votes For

Votes Against

Abstentions

272,994

22,536

14,530

Proposal 6 – Approval, on a non-binding advisory basis, of the frequency of future advisory votes on executive compensation.

Every 1 Year

Every 2 Years

Every 3 Years

Abstentions

50,520

255,240

2,840

1,460

After taking into consideration the foregoing voting
results and the prior recommendations of the Board of Directors, the Company will hold an advisory “say-on-pay” vote every
two years in connection with its annual meeting of stockholders until the Board of Directors otherwise determines that a different frequency
for such advisory votes is in the best interest of the Company.

For Proposals 1, 2, 3, 5 and 6, broker non-votes amounted to 185,580.

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Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number

Description

104

Cover Page Interactive Data (embedded within the Inline XBRL document).

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