Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Certificate of Incorporation
On November 28, 2017, AntriaBio, Inc. (the "
Company
") held its 2017 annual meeting of stockholders. At the annual meeting, the Company's stockholders approved certain proposals to amend the Company's Certificate of Incorporation (the "
Existing Certificate
") which had been approved by the Company's board of directors (the "
Board
") and submitted to the stockholders for approval and ratification. The principal change to the Existing Certificate as set forth in the Certificate of Amendment is as follows:
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Article VI.C was amended to eliminate the supermajority vote requirement for the Company's stockholders to remove directors. Prior to such amendment, directors of the Company could be removed from office upon the affirmative vote of the holders of at least 66-2/3% in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon. Pursuant to the Certificate of Amendment, the Company's stockholders may now remove directors of the Company from office at any time by the affirmative vote of a majority in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon.
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A copy of the Certificate of Amendment is attached as Exhibit 3.1 hereto and is incorporated herein by reference. The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the text of the exhibit. A more complete description of the foregoing amendment is set forth in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 20, 2017 (the "
Proxy Statement
"). The Certificate of Amendment became effective upon its filing with the Secretary of State of the State of Delaware on November 28, 2017.
Bylaws
On November 28, 2017, pursuant to stockholder approval, the Company amended and restated its bylaws, effective immediately. A copy of the Amended and Restated Bylaws, as so amended, is attached as Exhibit 3.2 hereto and is incorporated herein by reference. The following summary of the Bylaws is qualified in its entirety by reference to the text of the exhibit.
Section 2.13 of the Bylaws as previously in effect was amended to eliminate the supermajority vote requirement for the Company's stockholders to remove directors. Prior to such amendment, directors of the Company could be removed from office upon the affirmative vote of the holders of at least 66-2/3% in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon. Pursuant to the Amended and Restated Bylaws, the Company's stockholders may now remove directors of the Company from office at any time by the affirmative vote of a majority in voting power of all then-outstanding shares of stock of the Company entitled to vote thereon.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On November 28, 2017, the Company held its 2017 annual meeting of stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on October 20, 2017 (the "Proxy Statement"). Stockholders representing 34,229,007 or 63.71% of the outstanding shares of common stock were present in person or by proxy, representing a quorum for the purposes of the annual meeting. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 - Election of Directors
The Company's stockholders elected the persons listed below as directors until the Company's next annual meeting of stockholders or until their respective successors are duly elected and qualified:
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Votes Cast
For
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Votes Withheld
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Abstentions
|
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Broker
Non-Votes
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Nevan Elam
|
32,747,643
|
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97,472
|
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0
|
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1,383,892
|
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Hoyoung Huh
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32,748,643
|
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96,472
|
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0
|
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1,383,892
|
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Barry Sherman
|
32,706,590
|
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138.525
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0
|
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1,383,892
|
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David Welch
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32,747,443
|
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97,672
|
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0
|
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1,383,892
|
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Samir Patel
|
32,760,130
|
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84,985
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0
|
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1,383,892
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Tae Hoon Kim
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32,750,368
|
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94,747
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0
|
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1,383,892
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Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company's stockholders ratified the appointment of EKS&H LLLP as the Company's independent registered public accounting firm for fiscal 2018.
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Votes Cast
For
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Votes Cast
Against
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Abstentions
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Broker
Non-Votes
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32,572,558
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58,208
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1,598,241
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—
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Proposal No. 3 – Approval of Amended and Restated Bylaws
The Company's stockholders approved the Amended and Restated Bylaws of the Company to eliminate the supermajority vote requirement for stockholders to remove directors.
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Votes Cast
For
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Votes Cast
Against
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Abstentions
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Broker
Non-Votes
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30,882,537
|
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40,541
|
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1,922,037
|
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1,383,892
|
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Proposal No. 4 - Eliminate supermajority vote requirement for stockholders to remove directors
The Company's stockholders approved an amendment of the Company's Certificate of Incorporation to eliminate the supermajority vote requirement for stockholders to remove directors.
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Votes Cast
For
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Votes Cast
Against
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Abstentions
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Broker
Non-Votes
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28,132,326
|
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3,212,389
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1,500,400
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1,383,892
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Proposal No. 5 – Ratification of Company's Non-Qualified Stock Option Plan
The Company's stockholders ratified the approval of the Company's non-qualified stock option plans.
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Votes Cast
For
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Votes Cast
Against
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Abstentions
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Broker
Non-Votes
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27,193,946
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3,443,644
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2,207,525
|
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1,383,892
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Proposal No. 6 – Approval of Reverse Stock Split
The Company's stockholders approved an amendment to the Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of common stock, par value $0.001, at a ratio between 2-to-1 and 5-to-1, and to be effective upon a date on or prior to September 30, 2018, such ratio and date to be determined by the Company's board of directors.
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Votes Cast
For
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Votes Cast
Against
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Abstentions
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Broker
Non-Votes
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26,859,402
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5,863,539
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1,506,066
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0
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Proposal No. 7 - Non-Binding Vote on Executive Compensation
The Company's stockholders approved, in a non-binding advisory vote, the compensation paid to the Company's named executive officers as disclosed in the Proxy Statement.
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Votes Cast
For
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Votes Cast
Against
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Abstentions
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Broker
Non-Votes
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27,178,107
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3,669,785
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1,997,223
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1,383,892
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Proposal No. 8 – Non-Binding Vote on Frequency of Executive Compensation V
The Company's stockholders approved, in a non-binding advisory vote, that the advisory vote on the compensation of the Named Executive Officers should occur each year.
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One Year
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Two Years
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Three Years
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Abstentions
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16,157,441
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1,400,489
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12,226,143
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3,061,062
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There were 1,383,892 broker non-votes for this proposal