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Item
5.02
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Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
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On March 19, 2020, the Compensation Committee of the Company’s
Board of Directors (the “Board”) recommended, and the Board approved, the terms of a bonus for Lawrence A. Kenyon,
the Company’s President, Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary, in recognition of achievement
of certain pre-defined targets for fiscal year 2019. Mr. Kenyon was determined to have achieved 110% of his targets, and was awarded
a bonus of $116,875 in cash, and granted stock options to acquire 216,435 shares of Common Stock under the Company’s 2015
Equity Incentive Plan (the “2015 Plan”), which options have an exercise price of $0.54 per share, a term of 10 years,
and vest in four equal annual installments such that vested in full on the four-year anniversary of the grant date, and subject
to acceleration upon a Change in Control as defined in the 2015 Plan, in each case subject to Mr. Kenyon providing continuous service
to the Company on each such date. Including Mr. Kenyon’s $116,875 of non-equity incentive plan compensation earned in 2019,
his new total compensation earned for fiscal 2019 was $1,980,776. The Company will include the grant date fair value of the options
awarded to Mr. Kenyon in the summary compensation table for fiscal 2020.
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Item 5.07
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Submission of Matters to a Vote of Security Holders
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On March 19, 2020, the Company held the 2020 Annual Meeting
of the Stockholders (the “Annual Meeting”) at 55 Hudson Yards, New York, NY 10001-2163. At the Annual Meeting,
the Company’s stockholders voted on six proposals, each of which is described in more detail in the Company’s definitive
proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on February 14, 2020, as supplemented March
10, 2020. There were 43,088,776 shares of Common Stock and 68,112 shares of Series A-1 Preferred (representing 1,287,178 votes)
outstanding and entitled to vote at the Annual Meeting on Proposals 1, 2, 4, 5 and 6, and there were 43,088,776 shares of Common
Stock outstanding and entitled to vote at the Annual Meeting on Proposal No. 3.
The following is a brief description of each matter voted upon
and the certified results (which, for Proposals 1, 2, 4, 5, and 6 include the vote of the Series A-1 Preferred voting with the
Common Stock on an as converted basis), including the number of votes cast for and against each matter and, if applicable, the
number of votes withheld, abstentions and broker non-votes with respect to each such matter.
Proposal 1. Stockholders elected each of the following
nominees to serve as Class I Directors on the Board until the Company’s 2023 Annual Meeting of Stockholders or until his
successor has been duly elected and qualified. The voting results for such nominees were as follows:
Director Name
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Votes For
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Votes Withheld
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Broker Non-
Votes
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Yezan Haddadin
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24,148,634
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1,068,195
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10,512,907
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Kurt J. Hilzinger
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24,171,818
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1,045,011
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10,512,907
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Faisal G. Sukhtian
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24,143,711
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1,073,118
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10,512,907
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Proposal 2. Stockholders approved the Certificate of
Amendment to increase the effective conversion rate of the Series A-1 Preferred and expand the voting rights in proportion thereto,
but capped at the “Minimum Price” under applicable Nasdaq rules. The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-
Votes
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24,623,293
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268,630
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324,906
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10,512,907
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Proposal 3. Stockholders approved, in accordance with
Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the Common Stock outstanding at a price per share that is less than
the “Minimum Price” pursuant to the terms of the Company’s outstanding Series A-1 Preferred. The voting results
were as follows:
Votes For
|
Votes Against
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Abstentions
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Broker Non-
Votes
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23,277,690
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337,502
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314,459
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10,512,907
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Proposal 4. Stockholders approved, in accordance with
Nasdaq Listing Rules 5635(c) and (d), the issuance of shares of Common Stock to the principals of MTTR LLC, which includes two
of the Company’s executive officers. The voting results were as follows:
Votes For
|
Votes Against
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Abstentions
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Broker Non-
Votes
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24,878,696
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271,864
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66,269
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10,512,907
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Proposal 5. Stockholders approved, in accordance with
Nasdaq Listing Rule 5635(d), the issuance of more than 20% of the outstanding Common Stock at a price per share that is less than
the “Minimum Price” upon conversion of the outstanding senior secured notes issued December 2019. The voting results
were as follows:
Votes For
|
Votes Against
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Abstentions
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Broker Non-
Votes
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24,867,858
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296,718
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52,253
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10,512,907
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Proposal 6. Stockholders ratified the selection by the
Audit Committee of the Board of KPMG, LLP as the Company’s independent registered public accounting firm for its fiscal year
ending September 30, 2020. The voting results were as follows:
Votes For
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Votes Against
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Abstentions
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Broker Non-
Votes
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35,118,162
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496,429
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115,145
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0
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