Item 5.07 Submission of Matters to a Vote of Security Holders.
On
(1) To elect four directors, includingWilliam F. Donovan , M.D.,John Bergeron ,Jerry Bratton andPeter Dalrymple ; (2) To ratify the selection ofHam, Langston & Brezina, LLP as our independent registered public accounting firm for the fiscal year endedDecember 31, 2020 ; (3) To approve the filing of an amendment to our certificate of incorporation to increase the number of authorized shares of common stock from 50,000,000 to 250,000,000; (4) To approve the filing of an amendment to our certificate of incorporation to increase the number of authorized shares of preferred stock from none to 10,000,000; (5) To authorize our board of directors, without further stockholder approval, to effect a reverse stock split of all our outstanding common stock, by the filing of a certificate of amendment to our certificate of incorporation with the Secretary ofState of Delaware , in a ratio of between one-for-two and one-for-1,000, with our board of directors having the discretion as to whether or not the reverse split is to be effected, and with the exact exchange ratio of any reverse split to be set at a whole number within the above range as determined by the board of directors in its sole discretion, at any time before the earlier of (a)January 19, 2022 ; and (b) the date of our next annual meeting of stockholders; (6) To approve a non-binding advisory resolution on executive compensation; (7) To transact such other business as may properly come before the meeting.
Based on the votes received in person and by proxy, all of the above-named director nominees were elected, the appointment of Ham, Langston & Brezina was ratified, the amendment to our certificate of incorporation to increase the number of authorized shares of common stock from 50,000,000 to 250,000,000 was approved, the amendment to our certificate of incorporation to increase the number of authorized shares of preferred stock from none to 10,000,000 was approved, the authorization of our board of directors to effect a reverse stock split at its discretion was approved, and the non-binding advisory resolution on executive compensation was approved. There were no other matters presented for action at the Annual Meeting.
The exact results of the stockholder vote are as follows:
Total Shares of Common Stock Outstanding as of the Record Date, December 2, 2020: 20,240,882 Total Voting Shares Present Either by Proxy or in Person of Common Stock: 15,940,451 Item 1: Election of Directors FOR WITHHELD William F. Donovan, M.D. 12,962,392 717,181 John Bergeron 13,017,392 662,181 Jerry Bratton 13,014,892 664,681 Peter Dalrymple 13,014,892 664,681
Additionally, there was a total of 2,260,878 broker non-votes for the election of directors.
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Item 2: Ratification of appointment of
Votes for: 15,748,385 Votes against: 189,135 Votes abstained: 2,931
Item 3: Approval of the filing of an amendment to our certificate of incorporation to increase the number of authorized shares of common stock from 50,000,000 to 250,000,000
Votes for: 15,191,030 Votes against: 719,421 Votes abstained: 30,000
Item 4: Approval of the filing of an amendment to our certificate of incorporation to increase the number of authorized shares of preferred stock from none to 10,000,000
Votes for: 12,957,308 Votes against: 692,065 Votes abstained: 30,200
Additionally, there was a total of 2,260,878 broker non-votes for the election of directors.
Item 5: Authorization of our board of directors, without further stockholder
approval, to effect a reverse stock split of all our outstanding common stock,
by the filing of a certificate of amendment to our certificate of incorporation
with the Secretary of
Votes for: 13,078,091 Votes against: 2,832,259 Votes abstained: 30,100 Item 6: Approval of a non-binding advisory resolution on executive compensation Votes for: 11,971,893 Votes against: 1,618,430 Votes abstained: 89,250
Additionally, there was a total of 2,260,878 broker non-votes for the election of directors.
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