Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported on the definitive proxy statement on Schedule 14A for the 2020 Annual Meeting of Stockholders held on August 25 , 2020 and the Current Report on Form 8-K, filed with the SEC on April 2 0 , 2020 , in connection with efforts to preserve the liquidity ofApollo Endosurgery, Inc. , or the Company, the Board of Directors of the Company temporarily reduced the retainer fees for non-employee directors by 50% and the Compensation Committee of the Board of Directors of the Company approved management's plan to temporarily reduce the base salaries of employees and executive officers. OnAugust 25, 2020 , the Board of Directors approved (i) the restoration of non-employee director quarterly cash retainers to be equal to 75% of pre-reduction levels for the third quarter of 2020 and 100% of pre-reduction levels for the fourth quarter of 2020 and beyond, and (ii) a plan for the restoration of the base salaries of employees and executive officers. The base salary restoration plan for executive officers includes (i) the restoration of 42% of each executive officer's annualized salary reduction, effectiveSeptember 1, 2020 , (ii) the restoration of each executive officer's base salary to 100% of pre-reduction levels, effectiveNovember 1, 2020 , and (iii) a payment onNovember 1, 2020 equal to the remaining 58% of each executive officer's annualized salary reduction for the period fromSeptember 1, 2020 throughOctober 31, 2020 . Items (ii) and (iii) above remain contingent on theBoard of Director's further review and determination, made solely in the judgement of the Board of Directors, that the Company's business has not been further materially disrupted by the COVID-19 pandemic during the period fromSeptember 1, 2020 throughOctober 31, 2020 . Restored pre-reduction salaries are based on each executive officer's 2019 base salary levels. The following table sets forth the restoration plan and amounts for the Company's three named executive officers. Annualized Base Annualized Base Total Potential Salary Effective Salary Effective Discretionary November Name and Principal Position September 1, 2020 November 1, 2020 1, 2020 Payment Todd Newton Chief Executive Officer $ 236,231 $ 424,360 $ 31,355 Stefanie Cavanaugh Chief Financial Officer 182,605 296,677 19,012 Bret Schwartzhoff Vice President, North America Sales and Global Marketing $ 183,454 $ 298,700 $ 19,208 Item 5.07 Submission of Matters to a Vote of Security Holders. OnAugust 25, 2020 , the Company held its 2020 Annual Meeting. As ofJune 29, 2020 , the record date for the 2020 Annual Meeting, there were a total of 21,196,387 shares of common stock outstanding and entitled to vote. At the 2020 Annual Meeting, 15,549,016 shares of the Company's common stock, or approximately 73.4% of the voting power of shares outstanding as of the record date, were represented in person or by proxy, constituting a quorum. The following proposals were adopted at the 2020 Annual Meeting by the margin indicated. Proxies for the 2020 Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934, as amended, and there was no solicitation in opposition of management's solicitation. (a) Proposal 1. To elect the three Class III nominees to the Board of Directors of the Company to hold office until the 2023 Annual Meeting of Stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal. Name Votes For Votes Withheld Broker Non-Votes Todd Newton 8,116,786 3,622 7,188,861 Rick Anderson 7,948,380 4,509 7,188,861 John Barr 7,939,666 5,381 7,188,861
(b) Proposal 2. The selection of
15,439,289 Votes Against 51,579 Abstentions 58,148
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(c) Proposal 3. The compensation of the Company's named executive officers, on a non-binding, advisory basis, was approved based upon the following votes: Votes for
8,221,411 Votes Against 129,685 Abstentions 9,059 Broker Non-Votes 7,188,861
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