Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 12, 2020, ViewRay, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live audio webcast. Only stockholders of record at the close of business on April 17, 2020, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 147,399,273 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 123,344,423 shares of the Company’s common stock were voted in person or by proxy for the five proposals set forth below, each of which is described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2020.
Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of votes withheld and the number of broker non-votes.
Proposal No. 1 – Election of Directors
The Company’s stockholders elected each of Daniel Moore, Gail Wilensky, Ph.D., and Kevin Xie, Ph.D. to serve as Class II directors of the Company until the 2023 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified, or until such director's earlier death, resignation or removal, with the following votes tabulated:
Nominee
|
|
For
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|
|
Withhold
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|
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Broker Non-Votes
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|
Daniel Moore
|
|
|
84,831,824
|
|
|
|
12,985,812
|
|
|
|
25,526,787
|
|
Gail Wilensky, Ph.D.
|
|
|
93,902,651
|
|
|
|
3,914,985
|
|
|
|
25,526,787
|
|
Kevin Xie, Ph.D.
|
|
|
96,043,685
|
|
|
|
1,773,951
|
|
|
|
25,526,787
|
|
Proposal No. 2 – Ratification of the Appointment of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection, by the Audit Committee of the Board of Directors, of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2020, with the following votes tabulated:
For
|
|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
122,936,618
|
|
|
|
320,347
|
|
|
|
87,458
|
|
|
|
—
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|
Proposal No. 3 – Approval of the Amended & Restated 2015 Equity Incentive Award Plan
The Company’s stockholders approved the Amended & Restated 2015 Equity Incentive Award Plan as disclosed in the proxy statement, with the following votes tabulated:
For
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|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
69,877,527
|
|
|
|
27,684,375
|
|
|
|
255,734
|
|
|
|
25,526,787
|
|
Proposal No. 4 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
The advisory vote on the frequency of future advisory votes on executive compensation as disclosed in the proxy statement was approved, with the following votes tabulated:
1 year
|
|
|
2 year
|
|
|
3 year
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
97,162,869
|
|
|
125,868
|
|
|
209,743
|
|
|
319,156
|
|
|
25,526,787
|
|
Based on the voting results set forth above, the Company’s Board of Directors has determined that an advisory vote by the shareholders regarding named executive officer compensation as set forth in the proxy statement will be conducted on an annual basis.
Proposal No. 5 – Advisory Vote to Approve the Company’s Executive Compensation
The advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved, with the following votes tabulated:
For
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|
|
Against
|
|
|
Abstain
|
|
|
Broker Non-Votes
|
|
|
60,396,183
|
|
|
|
33,157,537
|
|
|
|
4,263,916
|
|
|
|
25,526,787
|
|