Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 21, 2020, Miragen Therapeutics, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “2020 Annual Meeting”), for the following purposes:
•to elect seven nominees for director, each to serve until the next Annual Meeting of Stockholders and until his or her successor has been elected and qualified or until his or her earlier death, resignation or removal;
•to ratify the selection by the Audit Committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2020;
•to approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement;
•to indicate, on an advisory basis, the preferred frequency of stockholder votes on the compensation of the Company’s named executive officers; and
•to approve amendments to the Company’s certificate of incorporation, as amended, and authorize the Company’s Board of Directors, if in their judgment it is necessary, to select and file one such amendment to effect a reverse stock split of the Company’s Common Stock, at a ratio of between 1-for-3 and 1-for-20, inclusive, such ratio to be determined at the discretion of the Company’s Board of Directors.
Of the 53,077,348 shares outstanding as of the record date, 39,921,230 shares, or 75.2%, were present or represented by proxy at the 2020 Annual Meeting. At the 2020 Annual Meeting, each of William S. Marshall, Ph.D., Thomas E. Hughes, Ph.D., Kevin Koch, Ph.D., Joseph L. Turner, Arlene M. Morris, Jeffrey S. Hatfield and Christopher J. Bowden, M.D. was re-elected as a director of the Company. The stockholders of the Company ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020. The stockholders of the Company approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement. The stockholders indicated, on an advisory basis, that the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers is every year. The stockholders approved amendments to the Company’s certificate of incorporation, as amended, and authorized the Company’s Board of Directors, if in their judgment it is necessary, to select and file one such amendment to effect a reverse stock split of the Company’s Common Stock, at a ratio of between 1-for-3 and 1-for-20, inclusive, such ratio to be determined at the discretion of the Company’s Board of Directors. The final voting results on each of the matters submitted to a vote of stockholders at the 2020 Annual Meeting were as follows:
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For
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Withheld
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Broker Non-Votes
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1.
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Election of Directors
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William S. Marshall, Ph.D.
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18,184,927
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317,602
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21,418,701
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Thomas E. Hughes, Ph.D.
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17,336,372
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1,166,157
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21,418,701
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Kevin Koch, Ph.D.
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16,978,257
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1,524,272
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21,418,701
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Joseph L. Turner
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18,039,699
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462,830
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21,418,701
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Arlene M. Morris
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17,292,492
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1,210,037
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21,418,701
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Jeffrey S. Hatfield
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17,972,830
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529,699
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21,418,701
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Christopher J. Bowden, M.D.
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16,424,087
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2,078,442
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21,418,701
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For
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Against
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Abstentions
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2.
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Ratification of KPMG LLP as the independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020
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39,595,001
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222,096
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104,133
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For
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Against
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Abstentions
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Broker Non-Votes
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3.
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Approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement
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14,507,038
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1,227,805
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2,767,686
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21,418,701
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Every One Year
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Every Two Years
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Every Three Years
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Abstentions
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Broker Non-Votes
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4.
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Indicate, on an advisory basis, the preferred frequency of stockholder advisory votes on the compensation of the Company’s named executive officers
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18,199,631
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48,423
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148,905
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105,570
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21,418,701
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For
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Against
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Abstentions
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5.
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Approve amendments to the Company’s certificate of incorporation, as amended, and authorize the Company’s Board of Directors, if in their judgment it is necessary, to select and file one such amendment to effect a reverse stock split of the Company’s Common Stock, at a ratio of between 1-for-3 and 1-for-20, inclusive, such ratio to be determined at the discretion of the Company’s Board of Directors
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35,259,880
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4,362,603
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298,747
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