| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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On November 22, 2022, at a special meeting of stockholders
(the “Special Meeting”) of Athenex, Inc. (the “Company”), the
stockholders of the Company approved the Second Amendment (the
“Plan Amendment”) to the Company’s Amended and Restated 2017
Omnibus Incentive Plan (the “Plan”) to increase the number of
shares of common stock reserved for issuance thereunder by
12,500,000 shares and extend the term of the Plan until
November 22, 2032.
A detailed summary of the material features of the Plan Amendment
is set forth in the Company’s definitive proxy statement for the
Special Meeting filed with the Securities and Exchange Commission
on October 11, 2022 (the “Proxy Statement”). That summary is
qualified in its entirety by reference to the text of the Plan,
which is filed as Appendix D to the Proxy Statement, and the text
of the Plan Amendment, which is filed as Exhibit 10.1 hereto, both
of which are incorporated herein by reference.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
At the Special Meeting, the stockholders approved an amendment (the
“Certificate of Amendment”) to the Company’s Amended and Restated
Certificate of Incorporation (“Charter”) to increase the number of
authorized shares of common stock, from 250,000,000 shares to
500,000,000 shares. Following this approval, the Company filed the
Certificate of Amendment with the Secretary of State of the State
of Delaware and it became effective at 4:00 p.m. Eastern Time on
November 22, 2022.
The foregoing description of the Certificate of Amendment does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Certificate of Amendment, a copy
of which is filed hereto as Exhibit 3.1 and is incorporated herein
by reference
| Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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The proposals set forth below, each as further described in the
Proxy Statement, were submitted to the Company’s stockholders at
the Special Meeting. The number of shares of common stock entitled
to vote at the Special Meeting was 156,790,234. The number of
shares of common stock present or represented by valid proxy at the
Special Meeting was 103,464,115. The voting results for the
proposals are as follows:
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1. |
The Company’s stockholders voted to approve an amendment to the
Charter to effect an increase in the total number of authorized
shares of the Company’s common stock from 250,000,000 shares to
500,000,000 shares. The number of shares that voted for, against,
and abstained from voting for this proposal is summarized in the
table below:
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|
|
|
|
|
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FOR
|
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AGAINST
|
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ABSTAIN
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| 95,522,869 |
|
7,787,363 |
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153,883 |
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2. |
The Company’s stockholders voted to approve an amendment to the
Charter, at the discretion of the Board, to effect a reverse stock
split of the issued and outstanding shares
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