Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to the
On
Election of Four Directors
As previously reported in the Company's definitive proxy statement filed with
the
At the Annual Meeting,
For more information about the matters above, see the Company's 2020 Proxy, the relevant portions of which are incorporated herein by reference. The description of the 2018 Plan Amendment above and such portions of the 2020 Proxy are qualified in their entirety by reference to the full text of the 2018 Plan Amendment, filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Company's Annual Meeting, a total of 26,109,110 shares of the Company's common stock were present in person or represented by proxy with each holder of the Company's common stock entitled to one vote per share, and certain holders of the Company's Series D Convertible Preferred Stock, subject to certain restrictions and the beneficial ownership limitation pursuant to the terms of such preferred stock as set forth in the certificate of designation for such preferred stock, were present in person or represented by proxy and entitled to an aggregate of 36,973 votes. The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
1) Approval, pursuant to Nasdaq listing rule 5635(a), of the issuance of shares of our common stock upon conversion of Series D Preferred Stock in excess of 20% of our common stock outstanding.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
469,032 85,076 8,668 3,063,001 2) Approval, pursuant to Nasdaq listing rule 5635(a), of the potential issuance of our common stock in excess of 20% of our common stock outstanding in connection with milestone shares that may become issuable in the future.
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
473,279 81,571 7,926 3,063,001 3) To elect four (4) directors to serve until our 2021 Annual Meeting of Stockholders or until their successors are elected and qualified or until their earlier incapacity, removal or resignation. For Against Withheld Broker Non-Votes Christopher C. Schreiber 536,982 N/A 25,794 3,063,001 Joshua Silverman 528,738 N/A 34,038 3,063,001 Bill J. White 526,749 N/A 36,027 3,063,001 Robert C. Schroeder 536,016 N/A 26,760 3,063,001 4) Approval of the 2018 Plan Amendment to the 2018 Plan to increase the total number of shares of Common Stock authorized for issuance under such plan by 1,042,000, to a total of 1,120,125 shares. For Against Abstentions Broker Non-Votes 441,294 82,174 39,308 3,063,001 5) To ratify the appointment ofMorison Cogen LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2020 .
Votes Cast For Votes Cast Against Abstentions Broker Non-Votes
3,491,958 27,930 105,889 0 6) Approval, on an advisory basis, of the compensation paid to our named executive officers. Votes Cast For Votes Cast Against Abstentions Broker Non-Votes 429,753 116,734 16,289 3,063,001
7) Approval, on an advisory basis, of the frequency of future advisory votes on
the compensation paid to our named executive officers. 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 154,975 19,455 337,366 50,980 3,063,001
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1Akers Biosciences, Inc. 2018 Plan Amendment
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