Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 16, 2021, the Company held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved an amendment to the Company's 2015 Equity Incentive Plan (as so amended, the "Incentive Plan") to increase the number of shares available for issuance thereunder by 2,700,000 shares. A copy of the Incentive Plan is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

Set forth below is a summary of the matters voted on at the Annual Meeting.





Election of Directors

The Company's stockholders elected C. Ann Merrifield and Richard Roberts as Class I directors, each to serve for a three-year term expiring at the 2024 Annual Meeting of Stockholders or until his or her successor is duly elected and qualified. The results of the stockholders' vote with respect to the election of such Class I directors were as follows:





                         For          Withheld     Broker Non-Votes
C. Ann Merrifield     5,759,736       711,337         7,465,011
Richard Roberts       5,728,803       742,270         7,465,011

Approval of Common Stock Amendment

The Company's stockholders did not approve the proposal to amend to the Company's Articles of Incorporation to increase the number of shares of authorized common stock from 50,000,000 to 350,000,000 shares (the "Common Stock Amendment"). The results of the stockholders' vote with respect to the Common Stock Amendment were as follows:





    For:         10,088,245
  Against:       3,615,465
  Abstain:        232,374

Approval of Preferred Stock Amendment

The Company's stockholders did not approve the proposal to amend the Company's Articles of Incorporation to authorize 1,000,000 shares of "blank-check" preferred stock (the "Preferred Stock Amendment"). The results of the stockholders' vote with respect to the Preferred Stock Amendment such amendment were as follows:





      For:           3,248,659
    Against:         2,870,664
    Abstain:          351,750
Broker Non-Votes     7,465,011

Approval of Amendment to 2015 Equity Incentive Plan

The Company's stockholders approved an amendment to the Company's 2015 Equity Incentive Plan to increase the shares available for issuance thereunder by 2,700,000 shares. The results of the stockholders' vote with respect to such amendment were as follows:





      For:            4,902,810
    Against:          1,275,847
    Abstain:           292,416
Broker Non-Votes:     7,465,011

Ratification of the Appointment of RSM US, LLP as the Company's Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021

The Company's stockholders ratified the appointment of RSM US, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The results of the stockholders' vote with respect to such ratification were as follows:





    For:         13,150,201
  Against:        458,732
  Abstain:        327,151

Item 9.01. Financial Statements and Exhibits.





 (d) Exhibits




Exhibit No.                                 Description
  99.1          InVivo Therapeutics Holdings Corp. 2015 Equity Incentive Plan
              (incorporated by reference to Appendix C to the Company's Definitive
              Proxy Statement, as filed with the SEC on May 18, 2021).

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