BIOTRICITY, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
At the Annual Meeting, the Company's shareholders also approved the Company's Employee Stock Purchase Plan (the "ESPP"). The ESPP allows eligible employees of the Company and the Company's designated subsidiaries the ability to purchase shares of the Company's Common Stock at a discount, subject to various limitations. Under the ESPP, employees will be granted the right to purchase Common Stock at a discount during a series of successive offerings, the duration and timing of which will be determined by the ESPP administrator (the "Administrator"). In no event may any single offering period be longer than 27 months. The purchase price (the "Purchase Price") for each offering will be established by the Administrator. With respect to an offering under Section 423 of the Internal Revenue Code of 1986 ("Section 423 Offering"), in no case may such Purchase Price be less than the lesser of (i) an amount equal to 85 percent of the fair market value on the commencement date, or (ii) an amount not less than 85 percent of the fair market value the on the purchase date. In the event of financial hardship, an employee may withdraw from the ESPP by providing a request at least 20 Business Days before the end of the offering period (the "Offering Period"). Otherwise, the employee will be deemed to have exercised the purchase right in full as of such exercise date. Upon exercise, the employee will purchase the number of whole shares that the participant's accumulated payroll deductions will buy at the Purchase Price. If an employee wants to decrease the rate of contribution, the employee must make a request at least 20 Business Days before the end of an Offering Period (or such earlier date as determined by the Administrator). An employee may not transfer any rights under the ESPP other than by will or the laws of descent and distribution. During a participant's lifetime, purchase rights under the ESPP shall be exercisable only by the participant.
The information set forth above is qualified in its entirety by reference to the 2023 Plan and ESPP, attached hereto as Exhibit 10.1 and 10.2, respectively, each of which are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders voted on the matters described below.
1. The Company's stockholders elected six directors, each to serve until his/her
successor is duly elected and qualified at the 2023 Annual Meeting of Stockholders or until his/her earlier resignation or removal. The number of shares that (a) voted for the election of each director, (b) voted against the election of each director, and (c) withheld authority to vote for each director is summarized in the table below: Director Nominee Votes For Votes Against Votes Withheld Waqaas Al-Siddiq 17,934,880 10,746,690 152,389 David A. Rosa 16,201,827 10,746,690 1,885,442 Ronald McClurg 18,028,722 10,746,690 58,547 Chester White 17,628,790 10,746,690 458,479
2. The Company's stockholders approved and ratified the Company's 2023 Equity
Incentive Plan, including the reservation of 5,000,000 shares of common stock. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: Votes For Votes Against Votes Withheld 15,682,853 2,333,180 71,236
3. The Company's stockholders ratified the appointment of SRCO Professional
Corporation as the independent registered public accounting firm of the Company for the period endingMarch 31, 2023 . The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: Votes For Votes Against Votes Withheld 28,710,168 72,623 51,168
4. The Company's stockholders approved the potential issuance of securities of up
to$10,000,000 of the Company's common stock upon the conversion of convertible promissory notes issued in a private placement,, without giving effect to Nasdaq's 19.99% exchange cap. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: Votes For Votes Against Votes Withheld 17,337,374 629,798 120,097
5. The Company's stockholder held an advisory non-binding vote to approve the
compensation of the named executive officers. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: Votes For Votes Against Votes Withheld 17,699,571 321,553 66,145
6. The Company's stockholders recommend, on a non-binding advisory basis, the
frequency of future advisory votes on the compensation of the Company's named executive officers. The number of shares that voted for this proposal is summarized in the table below: One Year Two Year Three Year Abstain 5,211,232 189,147 12,566,007 120,883
7. The Company's stockholders approved and ratified the Company's 2023 Employee
Stock Purchase Plan. The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: Votes For Votes Against Votes Withheld 16,044,315 1,999,013 43,941
8. The Company's stockholders approved the vote to grant discretionary authority
to the Company's board of directors (the "Board") to (i) amend our articles of incorporation, as amended, to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a "reverse stock split," at a specific ratio within arrange of not less than one-for-two (1-for-2) and not more than a maximum of a one-for-ten (1-for-10) split, with the exact ratio to be determined by the Board in its sole discretion; and (ii) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders, was as follows: The number of shares that voted for, against, and withheld from voting for this proposal is summarized in the table below: Votes For Votes Against Votes Withheld 27,517,612 1,139,529 176,818
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 10.1Biotricity, Inc. 2023 Equity Incentive (incorporated by reference to Annex A of the Schedule A Definitive Proxy Statement, filed onMarch 13, 2023 ) 10.2Biotricity, Inc. 2023 Employee Stock Purchase Plan (incorporated by reference to Annex E of the Schedule A Definitive Proxy Statement, filed onMarch 13, 2023 ) 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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