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Item 5.07
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Submission of Matters to a Vote of Security Holders
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CV Sciences, Inc. (the “Registrant”) held its 2019 Annual Meeting of Stockholders on June 11, 2019 (the “2019 Annual Meeting”) at the “Illumina Theater” at the “Farmer & the Seahorse” located at 10996 Torreyana Road, San Diego, California 92121. At the close of business on April 16, 2019, the record date for the 2019 Annual Meeting, there were 98,981,088 shares of common stock issued and outstanding, which constituted all of the outstanding capital stock of the Registrant. At the 2019 Annual Meeting, 89,093,031 of the 98,981,088 outstanding shares of common stock entitled to vote, or approximately 90%, were represented by proxy or in person, and, therefore, a quorum was present. The proposals voted on at the 2019 Annual Meeting are more fully described in the Proxy Statement on Schedule 14A filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on April 26, 2019, and are incorporated by reference herein.
The final voting results on the proposals presented for stockholder approval at the 2019 Annual Meeting were as follows:
Proposal 1 - Election of Directors
The Registrant’s stockholders elected five directors, each to serve until the Registrant’s next Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, as set forth below:
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NAME
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FOR
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AGAINST
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WITHHELD
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BROKER
NON-VOTE
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James McNulty
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28,520,126
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0
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258,620
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60,314,285
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Michael Mona, III
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23,686,872
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0
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5,091,874
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60,314,285
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Gary Sligar
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28,513,865
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0
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264,881
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60,314,285
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Joseph Dowling
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28,281,345
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0
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497,401
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60,314,285
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Dr. Joseph Maroon
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28,393,833
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0
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384,913
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60,314,285
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Proposal 2 - Approval of a Classified Board of Directors
The Registrant’s stockholders did not approve the Registrant's proposal to amend its Certificate of Incorporation to add a new Article X which would have classified the Registrant’s Board of Directors (the “Board”) into three classes with staggered, three-year terms of office (Class I, Class II, and Class III).
As a result, each nominee elected under Proposal 1 will serve as a director until the earlier of the 2020 Annual Meeting of the Registrant’s stockholders or until their successors are duly elected and qualified, and the Board will not make conforming changes to the Registrant’s Bylaws.
Proposal 3 - Ratification of Selection of Independent Registered Public Accounting Firm
The Registrant’s stockholders ratified Deloitte & Touche LLP as the Registrant’s independent registered public accounting firm for the fiscal year ending December 31, 2019, as set forth below:
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FOR
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AGAINST
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ABSTAIN
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87,434,581
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1,424,867
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233,583
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Proposal 4 - Amendment to the Registrant’s Amended and Restated 2013 Equity Incentive Plan, as Amended, to Increase the Number of Shares Issuable Under the 2013 Plan
The Registrant’s stockholders approved an amendment to the Registrant’s Amended and Restated 2013 Equity Incentive Plan, as amended, to increase the number of shares issuable under the plan by an additional 3,000,000 shares, as set forth below:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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18,063,820
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10,569,344
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145,582
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60,314,285
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Proposal 5 - Amendment to the Registrant’s Amended and Restated 2013 Equity Incentive Plan, as Amended, to Include an Automatic “Evergreen” Provision
The Registrant’s stockholders approved an amendment to add an automatic “evergreen” provision regarding the number of shares to be annually added to the Amended and Restated 2013 Equity Incentive Plan, as amended. As a result, the number of shares of common stock that will be automatically added to the plan on January 1 of each year during the term of the plan, starting with January 1, 2020, will be the least of: (a) 4% of the total shares of the Registrant's common stock outstanding on December 31st of the prior year, (b) 4,000,000 shares of the Registrant's common stock, or (c) a lesser number of shares of the Registrant's common stock determined by the Board.
Proposal 5 was approved by the stockholders at the 2019 Annual Meeting as set forth below:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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17,158,170
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8,611,351
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3,009,225
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60,314,285
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Proposal 6 - Advisory Vote to Approve Named Executive Officer Compensation
The Registrant’s stockholders approved an advisory, non-binding vote on compensation programs for our named executive officers, Mr. Joseph Dowling, Mr. Joerg Grasser, and Mr. Michael Mona III, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion in connection therewith.
Proposal 6 was approved by the stockholders at the 2019 Annual Meeting as set forth below:
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FOR
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AGAINST
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ABSTAIN
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BROKER
NON-VOTE
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23,729,670
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4,641,387
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407,689
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60,314,285
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Proposal 7 - Advisory Vote to as to Whether the Advisory Vote to Approve Named Executive Officer Compensation Should Take Place Every 1, 2, or 3, Years
The Registrant’s stockholders approved an advisory, non-binding vote that the frequency of the advisory, non-binding vote approving the named executive officer compensation shall take place every one (1) year.
Proposal 7 was approved by the stockholders at the 2019 Annual Meeting as set forth below:
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTAIN
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BROKER
NON-VOTE
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14,750,653
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1,666,582
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11,984,662
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376,849
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60,314,285
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The Company will review the stockholders’ advisory, non-binding vote to hold the advisory, non-binding vote on named executive officer compensation every year and will determine the frequency of such vote by amendment to this Current Report on Form 8-K within 150 days of the 2019 Annual Meeting date.