Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the Annual Meeting of Stockholders ofEmmaus Life Sciences, Inc. ("we," "us," "our, "Emmaus" or the "company") held onNovember 23, 2021 (the "Annual Meeting"), the stockholders approved the company's 2021 Stock Incentive Plan (the "2021 Plan"). The 2021 Plan was approved by our Board of Directors onSeptember 29, 2021 , subject to stockholder approval, upon the recommendation of the Compensation Committee of our Board of Directors. The description of the 2021 Plan set forth under the caption "Proposal 3 - Approval of 2021 Stock Incentive Plan" in our definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission onOctober 12, 2021 , is hereby incorporated herein by reference. The description of the 2021 Plan is qualified in its entirety by reference to the 2021 Plan, which is incorporated herein by reference as Exhibit 10.1
Item 5.07 Submission of Matters to a Vote of Security Holders.
Voting Results At the Annual Meeting, the stockholders of the company voted on six proposals. Proxies for the Annual Meeting were solicited pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended. There was no solicitation of proxies in opposition to management's nominees as listed in the proxy statement and all of management's nominees were elected to our Board of Directors.
The details of the voting are provided below:
Proposal 1:
To elect the seven nominees named below to our Board of Directors, to serve until the next annual meeting of stockholders and until their successors are elected and qualified or their earlier retirement, resignation or removal:
Broker Votes For Votes Withheld Non-Votes Yutaka Niihara, M.D., M.P.H. 25,860,237 220,156 Willis C. Lee 25,892,845 187,548 Robert Dickey IV 25,887,345 193,048 Masaharu Osato, M.D. 25,891,923 188,470 Jane Pine Wood 25,887,945 192,448 Wei Peu Zen 25,887,382 193,011 Alfred Lui, M.D. 25,893,432 186,961 3,949,369 Proposal 2: Broker Votes For Votes Against Votes Withheld Non-Votes To approve the amendment to our restated certificate of incorporation to authorize our Board of Directors in its discretion to effect a reverse stock split of the outstanding shares of our common stock 29,399,449 540,130 90,183 0 1 Proposal 3: Broker Votes For Votes Against Votes Withheld Non-Votes
To approve our 2021 Stock Incentive Plan 25,609,777 433,820
36,796 3,949,369 Proposal 4: Broker Votes For Votes Against Votes Withheld Non-Votes To approve, by non-binding advisory vote, the compensation of our named executive officers 25,543,032 497,065 40,296 3,949,369 Proposal 5: Every Two Every Three Every Year Years Years Abstain To recommend, by non-binding advisory vote, the frequency of future advisory votes on our executive compensation 575,230 573,086 24,711,064 221,013 Proposal 6: Broker Votes For Votes Against Votes Withheld Non-Votes To ratify the appointment ofBaker Tilly US, LLP as our independent auditors for the fiscal year ending December 31, 2021 29,935,626 44,800
49,336 0
Board Determination re Frequency of Say-on-Pay Advisory Votes
At the annual meeting of our Board of Directors held onNovember 23, 2021 following the Annual Meeting, our Board of Directors considered the outcome of the stockholder advisory vote regarding the frequency of future advisory votes on our executive compensation, or say-on-pay, and in accordance with the stockholder advisory vote determined to hold such say-on-pay advisory votes every three years. Accordingly, the next say-on-pay advisory vote will take place at the 2024 Annual Meeting of Stockholders.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the accompanying Index to Exhibits, which information is incorporated herein by reference.
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