Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Director
On June 7, 2022, Raymond Cheong, M.D., Ph.D., notified Talis Biomedical
Corporation (the "Company") of his resignation from his position as a member of
the Company's Board of Directors (the "Board") and as a member of the Science,
Technology and Clinical Affairs Committee of the Board, effective immediately
prior to the Company's 2022 Annual Meeting of the Stockholders held on June 10,
2022 (the "Annual Meeting"). Dr. Cheong's departure is to ensure the Company's
continued compliance with Nasdaq Listing Rule 5605(b), which requires that a
majority of the Board be comprised of independent directors (as defined in
Nasdaq Listing Rule 5605(a)(2)) and is not a result of any disagreement with the
Company on any matter relating to the Company's operations, policies or
practices.
Amendment to 2021 Plan
At the Annual Meeting, the Company's stockholders, upon recommendation of the
Board, approved an amendment to the Talis Biomedical Corporation 2021 Equity
Incentive Plan (the "2021 Plan" and the 2021 Plan, as amended, the "Amended 2021
Plan"). The material terms of the Amended 2021 Plan are the same as the 2021
Plan, except that the Amended 2021 Plan amended the automatic increase to the
Share Reserve (as defined in the 2021 Plan) that occurs on January 1 of each
calendar year until (and including) January 1, 2031 from 4% of the total number
of shares of the Company's common stock outstanding on December 31st of the
preceding calendar year to 4% of the total number of shares of (i) the Company's
common stock plus (ii) the Company's Series 1 Preferred Stock plus (iii) the
Company's Series 2 Non-Voting Preferred Stock outstanding on December 31st of
the preceding calendar year.
The Amended 2021 Plan became effective on June 10, 2022, upon stockholder
approval at the Annual Meeting. A more detailed summary of the features of the
Amended 2021 Plan is set forth in the Company's definitive proxy statement on
Schedule 14A for the Annual Meeting, filed with the Securities and Exchange
Commission on April 26, 2022 (the "Proxy Statement"). Such summary and the
foregoing description are qualified in their entirety by reference to the text
of the Amended 2021 Plan, which is attached as Appendix A to the Proxy
Statement.
Amendment to 2021 ESPP
At the Annual Meeting, the Company's stockholders, upon recommendation of the
Board, approved an amendment to the Talis Biomedical Corporation 2021 Employee
Stock Purchase Plan (the "2021 ESPP" and the 2021 ESPP, as amended, the "Amended
2021 ESPP"). The material terms of the Amended 2021 ESPP are the same as the
2021 ESPP, except that the Amended 2021 ESPP amended the automatic increase in
the shares of common stock that may be issued under the 2021 ESPP that occurs on
January 1 of each calendar year until (and including) January 1, 2031 from an
amount equal to the lesser of (i) 1% of the total number of shares of the
Company's common stock outstanding on December 31st of the preceding calendar
year and (ii) 1,550,000 shares of common stock to an amount equal to the lesser
of (i) (a) 1% of the total number of shares of the Company's common stock plus
(b) the Company's Series 1 Preferred Stock plus (c) the Company's Series 2
Non-Voting Preferred Stock outstanding on December 31st of the preceding
calendar year and (ii) 1,550,000 shares of common stock.
The Amended 2021 ESPP became effective on June 10, 2022, upon stockholder
approval at the Annual Meeting. A more detailed summary of the features of the
Amended 2021 ESPP is set forth in the Proxy Statement. Such summary and the
foregoing description are qualified in their entirety by reference to the text
of the Amended 2021 ESPP, which is attached as Appendix B to the Proxy
Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2022, the Company held the Annual Meeting. At the Annual Meeting,
the Company's stockholders voted on the following proposals and cast their votes
as set forth below. A more detailed description of each proposal is set forth in
the Proxy Statement.
Proposal 1. Election of Directors
The Company's stockholders elected the individuals listed below as Class I
directors, to serve until the Company's 2025 Annual Meeting of the Stockholders
and until his or her successor is duly elected and qualified or until his or her
earlier resignation or removal. The final voting results are as follows:
Name For Withheld Broker Non-Votes
Felix Baker, Ph.D. 41,055,511 5,014,810 3,297,343
Melissa Gilliam, M.D., M.P.H. 41,328,725 4,741,596 3,297,343
Matthew L. Posard 41,215,928 4,854,393 3,297,343
Proposal 2. Approval of the Amended 2021 Plan
The Company's stockholders approved the Amended 2021 Plan. The final voting
results are as follows:
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For Against Abstain Broker Non-Votes
40,522,857 5,542,568 4,896 3,297,343
Proposal 3. Approval of the Amended 2021 ESPP
The Company's stockholders approved the Amended 2021 ESPP. The final voting
results are as follows:
For Against Abstain Broker Non-Votes
40,607,638 5,453,824 8,859 3,297,343
Proposal 4. Ratification of Selection of Independent Registered Public
Accounting Firm
The Company's stockholders ratified the selection by the Audit Committee of the
Board of Ernst & Young LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2022. The final voting
results are as follows:
For Against Abstain Broker Non-Votes
48,747,527 80,225 539,912 N/A
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