Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) Compensatory Arrangements with Certain Officers.
The preceding summary of the Plan amendment is qualified in its entirety by reference to the full text of the amended and restated Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the Company's stockholders approved a proposal to amend and restate the Company's charter to increase the number of authorized shares of common stock the Company has the authority to issue from 150,000,000 to 280,000,000 (the "Authorized Common Stock Increase"). The availability of additional authorized but unissued shares of common stock pursuant to the Authorized Common Stock Increase enhances the Company's flexibility in planning for future business needs. In addition to the Authorized Common Stock Increase, the amendment and restatement of the Company's charter (the "Charter Amendment") included certain other conforming changes and minor updates that did not require approval of the Company's stockholders.
The Company's Articles of Amendment and Restatement were filed with the
The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Articles of Amendment and Restatement, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Set forth below are the voting results for the proposals considered and voted upon at the Annual Meeting.
Proposal 1: Election of directors, each to serve until the Company's 2021 annual meeting of stockholders and until his or her respective successor has been duly elected and qualified.
Nominee For Against Abstain Broker Non-Votes John Kilroy 86,492,425 7,337,142 5,605,296 963,495 Edward Brennan, PhD 86,517,872 12,879,699 37,292 963,495 Jolie Hunt 93,610,439 5,789,518 34,906 963,495 Scott Ingraham 96,762,173 2,635,366 37,324 963,495 Gary Stevenson 93,600,126 5,797,413 37,324 963,495 Peter Stoneberg 91,472,827 7,924,713 37,323 963,495
Proposal 2: Approval, on an advisory basis, of the compensation of the Company's named executive officers.
For Against Abstain Broker Non-Votes 48,900,171 50,487,226 47,466 963,495 Proposal 3: Approval of the Amended and Restated 2006 Incentive Award Plan. For Against Abstain Broker Non-Votes 91,474,393 7,912,542 47,928 963,495
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Proposal 4: Approval of an amendment and restatement of the Company's Charter to increase the number of shares of common stock that the Company is authorized to issue from 150,000,000 to 280,000,000.
For Against Abstain Broker Non-Votes 97,367,460 3,014,137 16,761 0
Proposal 5: Ratification of the appointment of
For Against Abstain Broker Non-Votes 98,293,641 2,072,086 32,631 N/A
Item 9.01 Financial Statements And Exhibits
(d) Exhibits.
3.1* Articles of Amendment and Restatement of
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* Filed herewith. † Management contract or compensatory plan or arrangement.
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