Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. (e)
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2022 Annual Meeting of Stockholders of Company was held on
Proposal 1. Election of Directors
The ten persons listed below were elected as directors at the Annual Meeting of Stockholders, each to serve until the Company's 2023 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. Votes For Votes Withheld Broker Non-Votes David Baltimore, Ph.D. 76,688,662 3,567,436 29,102,983 Kathryn J. Collier 76,635,900 3,620,198 29,102,983 Joseph P. Hagan 76,725,654 3,530,444 29,102,983 Alice S. Huang, Ph.D. 76,698,348 3,557,750 29,102,983 Jake R. Nunn 72,662,876 7,593,222 29,102,983
Proposal 2. The Company's stockholders approved an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our common stock at a ratio in the range of 1-for-5 to 1-for-20, with such ratio to be determined in the discretion of our board of directors and with such reverse stock split to be effected at such time and date, if at all, as determined by our board of directors in its sole discretion:
Votes For Votes Against Abstentions 99,369,941 9,667,823 321,317
Proposal 3. The Company's stockholders approved an amendment to our amended and restated certificate of incorporation to reduce, if and only if proposal 2 is both approved and implemented, the number of authorized shares of our common stock to 300,000,000 shares.
Votes For Votes Against Abstentions 99,021,045 9,912,483 425,553
Proposal 4. The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers.
Votes For Votes Against Abstentions Broker Non-Votes 74,847,744 4,844,630 563,724 29,102,982
Proposal 5. The Company's stockholders ratified the selection by the audit
committee of the board of directors of
Votes For Votes Against Abstentions 103,788,623 4,753,593 816,865
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Proposal 6. The Company's stockholders approved the
Votes For Votes Against Abstentions Broker Non-Votes 75,984,186 4,150,212 121,700 29,102,982
Proposal 7. The Company's stockholders approved the authorization to adjourn the annual meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of Proposal 2 or Proposal 6.
Votes For Votes Against Abstentions 99,108,289 9,671,878 578,914
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 99.1Regulus Therapeutics Inc. 2022 Employee Stock Purchase Plan 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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