Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The final results for each of the matters voted on at the Meeting were as follows:
1. Election of the five nominees to the board of directors:
Votes For Votes Withheld Broker Non-Votes Howard C. Birndorf 25,975,874 28,365,217 35,430,545 Meera J. Desai, Ph.D., NACD.DC 31,775,788 22,565,303 35,430,545 David J. Marguglio 28,198,964 26,142,127 35,430,545 Vickie S. Reed 31,511,658 22,829,433 35,430,545 Richard C. Williams 24,952,496 29,388,595 35,430,545
Each director nominee was elected to serve as a director until the Company's annual meeting of stockholders in 2023, or until such person's successor is duly elected and qualified or until such person's earlier resignation, death, or removal. Due to plurality election, votes could only be cast in favor of or withheld from the nominees and thus votes against were not applicable.
2. Adopt and approve a proposed amendment to the Company's Restated
Certificate of Incorporation authorizing the Board of Directors of the Company
(the "Board"), in its sole discretion, to effect a reverse stock split of the
outstanding shares of Common Stock at any time on or before
With respect to Proposal No. 2 contained in the Proxy Statement, the Reverse
Stock Split Proposal, the Meeting was adjourned before voting on the proposal in
order to allow the Company additional time to solicit proxies for the proposal.
The meeting was adjourned until
3. Approval of an amendment to the 2022 Equity Incentive Plan:
Votes For Votes Against Votes Abstaining Broker Non-Votes 12,167,027 40,634,384 1,539,680 35,430,545
The proposal was not approved.
4. Approval, on a nonbinding advisory basis, of the compensation of the Company's named executive officers:
Votes For Votes Against Votes Abstaining Broker Non-Votes 9,680,484 42,309,100 2,351,507 35,430,545
The proposal was not approved.
2
5. Ratification of the selection of
Votes For Votes Against Votes Abstaining Broker Non-Votes 72,712,014 13,413,766 3,645,856
-- The proposal was approved.
6. Approval of the adjournment of the Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Meeting to adopt the Reverse Stock Split proposal No. 2.
Votes For Votes Against Votes Abstaining Broker Non-Votes 1,603,644,431 1,484,631,417 1,495,788 -- The proposal was approved. Item 8.01 Other Events
On
Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 99.1 Press release issued by the Company onAugust 12, 2022 . 3
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