Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 23, 2022, the 2022 Annual Meeting of Stockholders (the "2022 Annual
Meeting") of Adhera Therapeutics, Inc. (the "Company") was held following an
adjournment from its originally scheduled date of August 18, 2022. At the 2022
Annual Meeting, the Company's stockholders voted on (i) the election of four
members of the Company's Board of Directors for a one-year term expiring at the
next annual meeting of stockholders (Proposal 1); (ii) ratification of the
selection of Salberg & Company as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2022 (Proposal 2); (iii)
approval of an amendment to the Certificate of Incorporation of the Company to
effect a reverse stock split of all issued and outstanding shares of the
Company's common stock, par value $0.006 per share, at a ratio to be determined
in the discretion of the Company's Board of Directors within a range of
one-for-two through one-for-200, provided that in no event shall such amendment
collectively exceed a reverse stock split ratio of one-for-200 (Proposal 3); and
(iv) approval of an adjournment of the 2022 Annual Meeting to a later date or
time, if necessary, to permit further solicitation and vote of proxies if there
are not sufficient votes at the time of the 2022 Annual Meeting to approve any
of the proposals presented for a vote at the 2022 Annual Meeting, all as
described in more detail in the Company's definitive proxy statement filed with
the Securities and Exchange Commission on June 27, 2022.
Set forth below are the voting results on each matter submitted to the
stockholders at the 2022 Annual Meeting.
Proposal 1. The Company's stockholders voted to elect the following four
individuals as directors to hold office until the next annual meeting of
stockholders:
Nominee Votes For Votes Withheld Broker Non-Votes
Mr. Trond Waerness 31,668,343 997,471 3,149,780
Mr. Andrew Kucharchuk 31,668,353 997,461 3,149,780
Mr. Charles Rice 31,668,792 997,022 3,149,780
Mr. Zahed Subhan 31,668,350 997,464 3,149,780
Proposal 2. The Company's stockholders voted to ratify the selection of Salberg
& Company as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2022.
Votes For Votes Against Abstentions
34,941,682 760,243 113,669
Proposal 3. The Company's stockholders voted to approve an amendment to the
Certificate of Incorporation of the Company to effect a reverse stock split of
all issued and outstanding shares of the Company's common stock, par value
$0.006 per share, at a ratio to be determined in the discretion of the Company's
Board of Directors within a range of one-for-two through one-for-200, provided
that in no event shall such amendment collectively exceed a reverse stock split
ratio of one-for-200.
Votes For Votes Against Abstentions
33,298,980 2,434,230 82,384
As there were sufficient votes to approve proposals 1 through 3, proposal 4 was
moot.
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