Item 5.07Submission of Matters to a Vote of Security Holders.
On June 1, 2022, the Company held its Annual Meeting. The following is a brief description of each matter submitted to a vote at the virtual Annual Meeting held on June 1, 2022, as well as the number of votes cast for, withheld or against, the number of abstentions and the number of broker non-votes with respect to each matter, as applicable. For more information about these proposals, please refer to the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 21, 2022.
There were present, in person or by proxy, a total of 26,621,044 shares of Common Stock and Preferred Stock, or approximately 48.45% of the voting power of the Company’s Common Stock and Preferred Stock issued and outstanding and entitled to vote at the Annual Meeting. Certain matters submitted to a vote of stockholders at the Annual Meeting were approved as described below.
Proposal No. 1: Election of Class III Directors
Steven J. Mento, Ph.D., David H. Crean, Ph.D. and Brian M. Satz were elected to serve as Class III directors until the 2025 Annual Meeting of Stockholders. Dr. Mento received 10,414,431 votes for and 596,311 votes withheld, Dr. Crean received 10,417,086 votes for and 593,656 votes withheld and Mr. Satz received 10,347,817 votes for and 662,925 votes withheld. There were 10,610,302 broker non-votes regarding the election of directors.
1
Proposal No. 2: Approve the Reverse Stock Split
Stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to effect a reverse stock split of the Company’s common stock, within a range, as determined by the Company’s board of directors, of one new share for every five (5) to twenty (20) (or any number in between) shares outstanding. The results of the voting included 98,295,033 votes for, 7,494,632 votes against and 271,379 votes abstained. There were no broker non-votes regarding this proposal.
Proposal No. 3: Ratify Selection of Auditors
Stockholders ratified the appointment of Mayer Hoffman McCann P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The results of the voting included 20,715,745 votes for, 598,069 votes against and 307,230 votes abstained. There were no broker non-votes regarding this proposal.
Proposal No. 4: Advisory (Non-Binding) Vote on Executive Compensation
Stockholders approved, on a non-binding advisory basis, the executive compensation paid to the Company’s named executive officers. The results of the voting included 9,730,381 votes for, 757,413 votes against and 522,948 votes abstained. There were 10,610,302 broker non-votes regarding this proposal.