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 of
Apollo 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. On August 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,
effective September 1, 2020, (ii) the restoration of each executive officer's
base salary to 100% of pre-reduction levels, effective November 1, 2020, and
(iii) a payment on November 1, 2020 equal to the remaining 58% of each executive
officer's annualized salary reduction for the period from September 1, 2020
through October 31, 2020. Items (ii) and (iii) above remain contingent on the
Board 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 from
September 1, 2020 through October 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.
On August 25, 2020, the Company held its 2020 Annual Meeting. As of June 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 Moss Adams LLP to act as our independent registered public accounting firm for the year ending December 31, 2020 was ratified based upon the following votes: Votes for

            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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