Item 5.03. Amendments to Articles of Incorporation; Change in Fiscal Year.
On
A copy of the Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal No. 1 - Election of Directors
At the Annual Meeting, stockholders voted for the election of two director for a three-year term until the annual meeting of stockholders to be held in 2021 or until his successor is elected and qualified. The Company's nominees for director received the requisite plurality of the votes cast by the holders of shares present at the Annual Meeting in person or by proxy and entitled to vote thereon, and, accordingly, were elected to the Board of Directors. The number of votes cast for and withheld from each nominee is set forth below:
Nominee Votes For Votes Withheld Broker Non-Votes Barry Rudolph 4,325,231 1,148 179,543 William Miller 4,325,206 1,173 179,543
Proposal No. 2 - Approval of Amendment to Certificate of Designations
The proposal for the approval of an amendment to the Certificate of Designations to extend the deadline for redemptions was approved by the affirmative vote of the holders of a majority of the outstanding shares of Series A Preferred Stock, voting separately as a single class, as well as the affirmative vote of a majority of the outstanding shares entitled to vote at the Annual Meeting, as follows:
Votes For Votes Against Abstain Broker Non-Votes 4,325,237 1,118 24 179,543 1
Proposal No. 3 - Approval of Amendment to 2018 Incentive Stock Plan
The proposal for the approval of an amendment to the Company's 2018 Incentive Stock Plan to increase the number of shares of Common Stock available for issuance from 1,471,997 to 1,692,797 shares was approved by a majority of the votes cast as follows:
Votes For Votes Against Abstain Broker Non-Votes 4,324,280 2,083 16 179,543
Proposal No. 4 - Approval of Say on Pay Proposal
The proposal for the approval of a non-binding advisory resolution regarding the compensation of the Company's named executive officers was approved by a majority of the votes cast as follows:
Votes For Votes Against Abstain Broker Non-Votes 4,317,183 1,237 7,959 179,543
Proposal No. 5 - Independent Registered Public Accounting Firm
The proposal for the ratification of the selection of
Votes For Votes Against Abstain Broker Non-Votes 4,504,602 1,309 11 -
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3.1 Certificate of Amendment of the Amended and Restated Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock ofFalconStor Software, Inc. 2
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