Item 5.07 Submission of Matters to a Vote of Security Holders.
On
1. elect
Class II directors for terms to expire in 2026;
2. ratify the appointment of
accounting firm for the year endingDecember 31, 2023 ;
3. authorize the Company's Board of Directors to, in its discretion, to amend the
Company's Third Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-30 at any time prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company's stockholders at the Annual Meeting without further approval or authorization of our stockholders and with our Board of Directors able to elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion, and, in connection therewith, to decrease the number of authorized shares of our common stock on a basis proportional to the reverse stock split ratio.
The proposals are described in detail in the Company's definitive proxy
statement for the Annual Meeting filed with the
The number of shares of common stock entitled to vote at the Annual Meeting was 23,436,798. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 11,921,449 representing 50.86% of the total number of outstanding shares of the Company. Proposals 1, 2 and 3 submitted to a vote of the Company's stockholders at the Annual Meeting were approved.
The votes cast with respect to each matter voted upon are set forth below.
Proposal 1: proposal to elect
Votes For Votes Against Withheld Brokers Non-Votes Total Shares Voted 5,304,480 0 536,962 6,080,007Richard Sandberg Votes For Votes Against Withheld Total Shares 5,233,264 0 608,178Douglas Fisher M.D . Votes For Votes Against Withheld Total Shares 5,212,360 0 629,082Jeffery Cossman M.D . Votes For Votes Against Withheld Total Shares 5,207,139 0 634,303
Proposal 2: proposal to ratify the appointment of
Votes For Votes Against Abstentions
Total Shares 11,289,762 527,918 103,769
Proposal 3: proposal to authorize the Company's Board of Directors to, in its discretion, to amend the Company's Third Amended and Restated Certificate of Incorporation to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-30 at any time prior to the one-year anniversary of the date on which the reverse stock split is approved by the Company's stockholders at the Annual Meeting without further approval or authorization of our stockholders and with our Board of Directors able to elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders, in its sole discretion, and, in connection therewith, to decrease the number of authorized shares of our common stock on a basis proportional to the reverse stock split ratio.
Votes For Votes Against Abstain
Total Shares Voted 7,837,960 3,899,731 183,758
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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