Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The following actions were taken in the Special Meeting:
(1) The Share Issuance Proposal. The proposal to approve, for purposes of
complying with Nasdaq Listing Rule 5635(a), the issuance of shares of the
Company's common stock to MYMD stockholders as merger consideration in the
merger of
Votes For Votes Against Votes Abstain Broker Non-Vote 8,095,708 46,675 10,707 0
(2) The Reverse Stock Split Proposal. The proposal to approve an amendment to the amended and restated certificate of incorporation of the combined company, which will be in effect at the effective time of the merger to effect a reverse stock split with a ratio between 1-for-1.5 and 1-for-20 with respect to the issued and outstanding common stock of the combined company immediately following the merger, was approved based on the following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote 8,002,756
136,809 13,525 0
(3) The A&R Charter Proposal. The proposal to approve the amendment and restatement of the Company's certificate of incorporation in its entirety, which will be in effect at the effective time of the merger, was approved based on the following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote 8,081,187 61,167 10,736 0
(4) The Incentive Plan Proposal. The proposal to approve the
Votes For Votes Against Votes Abstain Broker Non-Vote 7,863,741 239,126 50,223 0
(5) The Akers Golden Parachute Compensation Proposal. The proposal to approve, on a non-binding advisory basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the merger, was approved based on the following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote 7,935,408 142,182 75,500 0
(6) The Contribution Proposal. The proposal to approve the contribution to
Votes For Votes Against Votes Abstain Broker Non-Vote 7,984,347 78,532 90,211 0
(7) The Adjournment Proposal. The proposal to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit the solicitation of additional proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote, was approved based on the following votes:
Votes For Votes Against Votes Abstain Broker Non-Vote 7,841,114 248,591 63,385 0
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