Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As disclosed in Item 5.07, on December 29, 2021 our 2017 Equity Incentive Plan
was amended to make an additional 500,000 shares of our common stock available
for the grant of equity awards.
Item 5.07 - Submission of Matters to a Vote of Security Holders.
Our 2021 annual meeting of stockholders was held on December 29, 2021. At the
annual meeting our stockholders: (a) elected four directors to serve until the
next annual meeting of stockholders and until their successors are duly elected
and qualified; (b) ratified the Board of Directors' selection of
WithumSmith+Brown, PC as our independent registered public accountants to audit
our financial statements for the 2021 fiscal year; and (c) approved an amendment
of our 2017 Equity Incentive Plan to make an additional 500,000 shares of our
common stock available for the grant of equity awards (the "Incentive Plan
Amendment Proposal").
There were 37,939,176 shares of AgeX common stock, par value $0.0001 per share,
outstanding and eligible to vote at the annual meeting as of the close of
business on November 15, 2021, the record date for determining stockholders
entitled to vote at the meeting. There were 29,963,317 shares, or 78.98% of the
voting power, represented at the meeting, either in person or by proxy. The
following tables show the votes cast by our stockholders and any abstentions
with respect to the matters presented to stockholders for a vote at the meeting.
Information is also provided as to broker non-votes. A "broker non-vote" occurs
when a stockholder whose shares are held in "street name" in a brokerage account
or similar account does not instruct the stockholder's broker or other nominee
in whose name the shares are registered how to vote on a matter as to which
brokers and nominees are not permitted to vote without instructions from their
client.
Election of Directors
Each of the following nominees were elected as directors by the following vote:
Nominee Votes For Votes Withheld
Gregory H. Bailey 19,767,940 4,495,402
Joanne M. Hackett 19,963,947 4,299,395
Michael H. May 19,764,910 4,498,432
Michael D. West 23,704,422 558,920
In addition, there were 5,699,975 broker non-votes with respect to the election
of directors.
Ratification of Appointment of Independent Registered Public Accountants
The appointment of WithumSmith+Brown, PC as our independent registered public
accountants for the fiscal year ending December 31, 2021 was ratified by the
following vote:
Shares Voted
For 29,307,240
Against 497,083
Abstain 158,994
There were no broker non-votes on this matter.
Incentive Plan Amendment Proposal
The Incentive Plan Amendment Proposal to make an additional 500,000 shares of
AgeX common stock available for equity awards was approved by the following
vote:
Shares Voted
For 19,542,130
Against 4,458,427
Abstain 262,785
In addition, there were 5,699,975 broker non-votes on this matter.
Item 9.01 - Financial Statements and Exhibits.
Exhibit Number Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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