Item 3.03. Material Modifications of Rights of Security Holders.
The information set forth in Item 5.03 below is incorporated by reference here.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
"IX. No officer of the Company shall have any personal liability to the Company or its stockholders for monetary damages for any breach of fiduciary duty as an officer, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Any amendment, repeal or modification of this Article IX, or the adoption of any provision of the Amended and Restated Certificate of Incorporation inconsistent with this Article IX, shall not adversely affect any right or protection of an officer of the Company with respect to any act or omission occurring prior to such amendment, repeal, modification or adoption. If the DGCL is amended after approval by the stockholders of this Article IX to authorize corporate action further eliminating or limiting the personal liability of officers, then the liability of an officer of the Company shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended."
The Certificate of Amendment to the
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal 1: Each of the six directors proposed by Everspin for election was elected by the following votes to serve until Everspin's 2024 Annual Meeting of Stockholders or until his or her respective successor has been elected and qualified. The tabulation of votes on this matter was as follows: Broker For Withheld Non-Votes Darin G. Billerbeck 12,299,394 187,989 3,255,114 Geoffrey Ribar 12,366,307 121,076 3,255,114 Lawrence G. Finch 12,003,314 484,069 3,255,114 Sanjeev Aggarwal, Ph.D. 12,410,162 77,221 3,255,114 Tara Long 9,533,310 2,954,073 3,255,114 Glen Hawk 12,280,306 207,077 3,255,114 Proposal 2: The appointment of Ernst & Young LLP as Everspin's independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. The tabulation of votes on this matter was as follows: Broker For Against Abstain Non-Votes 15,542,110 169,157 31,230 - Proposal 3: The advisory vote to approve the compensation of Everspin's named executive officers was approved. The tabulation of votes on this matter was as follows: Broker For Against Abstain Non-Votes 12,029,436 326,126 131,821 3,255,114 Proposal 4: The amendment of the Everspin Technologies, Inc. Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Everspin as permitted pursuant to recent amendments to the Delaware General Corporation Law, as described in the proxy statement, was approved. The tabulation of votes on this matter was as follows: Broker For Against Abstain Non-Votes 11,347,313 1,106,329 33,741 3,255,114
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description 3.1 Certificate of Amendment of Amended and Restated Certificate of Incorporation. 104 Cover Page Interactive Data File (formatted as Inline XBRL)
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