Item 5.07 - Submission of Matters to a Vote of Security Holders.
On
At the Annual Meeting, the total number of shares represented in person or by
proxy was 16,493,679 of the 38,266,482 shares of common stock outstanding and
entitled to vote at the Annual Meeting as of the record date,
1. Proposal 1 - Election of Directors. The election of the following named persons to serve as directors of the Company until the 2022 Annual Meeting of Stockholders or until their successors are elected and qualified. The votes cast were as follows: Vote Broker Nominee For Withheld Non-Vote William E. Rhodes, III 6,935,902 1,826,245 7,731,532 Mario Crovetto 6,926,709 1,835,438 7,731,532 R. Donald Elsey 6,930,788 1,831,359 7,731,532 Prabhavathi Fernandes, Ph.D. 6,964,100 1,798,047 7,731,532 Oliver Schacht, Ph.D. 6,968,569 1,793,578 7,731,532
2. Proposal 3 - Ratification of Appointment of Independent Accounting Firm.
The ratification of the appointment of
15,355,710 votes FOR the proposal 599,529 votes AGAINST the proposal 538,438 votes ABSTAIN 2 votes Broker Non-Votes 3. Proposal 4 - Say on Pay. The advisory vote to approve the compensation paid to the Company's named executive officers for 2020. The votes cast were as follows: 6,675,525 votes FOR the proposal 1,674,971 votes AGAINST the proposal 411,651 votes ABSTAIN 7,731,532 votes Broker Non-Votes
4. Proposal 5 - Frequency of Say on Pay. The advisory vote regarding the frequency of submission of future say on pay votes to the stockholders. The votes cast were as follows:
2,374,327 votes Every ONE year 5,057,697 votes Every TWO years 438,759 votes Every THREE years 891,362 votes ABSTAIN 7,731,534 votes Broker Non-Votes
Based on the results of this vote, and consistent with the Board of Directors' recommendation, the Company intends to include an advisory stockholder vote to approve the compensation paid to its named executive officers every two years until the next required vote on the frequency of stockholder votes on the compensation of named executive officers. The Company is required to hold a vote on frequency every six years.
5. Proposal 6 - Adjournment. The approval of an adjournment of the Annual Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, Proposal 2. The votes cast were as follows:
13,234,926 votes FOR the proposal 2,842,595 votes AGAINST the proposal 416,155 votes ABSTAIN 3 votes Broker Non-Votes
Adjournment with Respect to Proposal 2
The Annual Meeting was adjourned to
Item 8.01 - Other Events.
On
Item 9.01 - Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
99.1 Press release, dated
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