Stock entitles its holder to one vote with respect to all matters submitted to stockholders for a vote at the Annual Meeting. In the election of directors, stockholders have cumulative voting rights and may elect to cumulate their votes, as described below.
A complete list of Company stockholders entitled to vote at the Annual Meeting will be available at our principal executive offices during normal business hours, at least 10 days prior to the Annual Meeting and during the Annual Meeting at www.virtualshareholdermeeting.com/abeo2020. According to our Amended and Restated Bylaws (the Bylaws), the presence, through virtual attendance or by proxy, of the holders of a majority of the shares of common stock outstanding and entitled to vote constitutes a quorum for the conduct of business at the Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of determining whether a quorum is present.
A broker non-vote occurs when brokers, who hold their clients shares in street name, sign and submit proxies for such shares and vote such shares on some matters but not others. This would occur when brokers have not received any instructions from their clients, in which case the brokers, as the holders of record, are permitted to vote on routine matters, which include the ratification of the appointment of an independent registered public accounting firm, but not on non-routine matters, such as the election of directors, the amendment to the Abeona Therapeutics Inc. 2015 Equity Incentive Plan, and approval of the non-employee director compensation plan.
Stockholders have the right to vote cumulatively for the election of directors. This means that in voting at the Annual Meeting, each stockholder, or his or her proxy, may multiply the number of his or her shares by two (the number of directors to be elected) and then vote the resulting total number of shares for a single nominee, or distribute such votes on the ballot among the two nominees desired. The proxies submitted to the Board in response to this solicitation may, at the discretion of the proxy holder, cumulate the votes of the shares the proxies represent. If you vote cumulatively, please make sure that the votes you cast add up to the number of shares you own multiplied by two. If the number of votes does not add up correctly, your votes will not be counted until a properly completed proxy card has been received. If you provide vote allocation instructions for less than all of the votes that you are entitled to cast, the proxy holders will have discretionary authority to cast your remaining votes pursuant to the instructions of the Board, except for any nominee for whom you have withheld authority by marking the FOR ALL EXCEPT box. The cumulative voting feature for the election of directors also is available by voting virtually at the Annual Meeting.
For Proposal 1, directors will be elected by a plurality of shares present through virtual attendance or represented by proxy at the Annual Meeting, which means that the two individuals receiving the highest number of FOR votes will be elected director. For Proposal 1, stockholders may vote FOR ALL NOMINEES, WITHHOLD AUTHORITY FOR ALL NOMINEES, or FOR ALL EXCEPT. Stockholders also may cumulate their votes for one or more of the director nominees by writing the manner in which such votes shall be cumulated in the proxy card. Withhold votes will have no effect on the outcome of the vote for Proposal 1. Broker non-votes, if any, will be disregarded and will have no effect on the outcome of the vote for Proposal 1.
Proposals 2, 3, and 5 each will be approved upon the affirmative vote of a majority of the outstanding shares of Common Stock present through virtual attendance or by proxy at the Annual Meeting and entitled to vote on the respective Proposal. Stockholders may vote FOR or AGAINST, or ABSTAIN from voting. Abstentions will have the effect of a vote against each of Proposals 2, 3, and 5, respectively. Broker non-votes, if any, will be disregarded and will have no effect on the outcome of the votes for Proposals 2, 3, and 5.
For Proposal 4, ratification of Whitley Penn LLP as our independent public accountant will be approved upon the affirmative vote of a majority of the outstanding shares of Common Stock voting present through virtual attendance or by proxy at the Annual Meeting and entitled to vote on the proposal. Abstentions will have the effect of a vote AGAINST such proposal. Brokers may vote on Proposal 4 absent instructions from the beneficial owner.
The Board is not aware of any matters that will be brought before the Annual Meeting other than those matters specifically set forth in the Notice of Annual Meeting. However, if any other matter properly comes before the Annual Meeting, it is intended that the persons named in the enclosed form of proxy, or their substitutes acting thereunder, will vote on such matter in accordance with the recommendations of the Board, or, if no such recommendations are made, in accordance with their best judgment.
All expenses in connection with solicitation of proxies will be borne by us. We will also request brokers, dealers, banks and voting trustees, and their nominees, to make available the Notice of Annual Meeting, this Proxy Statement,