Item 3.03. Material Modification to Rights of Security Holders.
On
The Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference in its entirety.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 5.07 of this Report below, the Company's shareholders
approved an amendment (the "Plan Amendment") to the
The material terms of the Plan Amendment were described in the Company's
definitive proxy statement filed with the
The descriptions of the Plan Amendment contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Plan Amendment, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference in its entirety.
On
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As described under Item 3.03 of this Report, on
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
(1) elected 9 directors, each to hold office for a term to expire at the 2024
Annual Meeting of Shareholders or until their successors have been duly elected and qualified;
(2) approved the Certificate of Amendment to increase the total number of
authorized shares of the Company's common stock by 250,000,000 shares to a total of 450,000,000 shares;
(3) approved the Plan Amendment to increase the total number of authorized shares
of the Company's common stock available for grant under the 2022 Incentive Plan by 16,000,000 shares;
(4) approved an amendment to the Company's Certificate of Incorporation to effect
a reverse stock split of the Company's common stock at a reverse split ratio ranging from any whole number between and including 1-for-5 and 1-for-30, with the exact ratio within such range to be determined at the discretion of the Board, subject to the Board's authority to abandon the amendment;
(5) approved the issuance of the Company's common stock in one or more non-public
offerings at a price below the "minimum price" and in a number that will exceed 20% of the Company's outstanding shares of common stock in accordance with Nasdaq Listing Rule 5635(d) (the "Nasdaq Rule 5635(d) Proposal"); and
(6) ratified the selection of
public accounting firm of the Company for the year endingDecember 31, 2023 .
The voting results of each of these proposals, which are described in more detail in the Proxy Statement, are set forth below.
Proposal No. 1 - Election of Directors
Director Nominee Votes For Votes Withheld Broker Non-Votes Wayne C. Burris 68,401,287 2,033,469 0 Louise L. Francesconi 66,868,169 3,566,587 0 Hany Massarany 68,390,927 2,043,829 0 John Patience 68,384,292 2,050,464 0 Marran H. Ogilvie 68,321,617 2,113,139 0 Jack Phillips 68,381,513 2,053,243 0 Jack Schuler 68,456,840 1,977,916 0 Jenny Regan 68,368,170 2,066,586 0 Matthew W. Strobeck, Ph.D. 67,849,065 2,585,691 0
Proposal No. 2 - Approval of Certificate Amendment to the Certificate of Incorporation to Increase Authorized Shares
Votes For Votes Against Abstentions Broker Non-Votes 65,723,737 4,583,940 127,079 0
Proposal No. 3 - Approval of Plan Amendment
Votes For Votes Against Abstentions Broker Non-Votes 65,510,097 4,674,623 250,036 0
Proposal No. 4 - Approval of Certificate Amendment to the Certificate of Incorporation to Effect a Reverse Stock Split
Votes For Votes Against Abstentions Broker Non-Votes 66,920,245 3,390,632 123,879 0
Proposal No. 5 - Approval of Nasdaq Rule 5635(d) Proposal
Votes For Votes Against Abstentions Broker Non-Votes 67,080,356 3,202,778 151,622 0
Proposal No. 6 - Ratification of Independent Registered Public Accounting Firm
Votes For Votes Against Abstentions Broker Non-Votes 69,820,039 426,721 187,996 0
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to the Certificate of Incorporation ofAccelerate Diagnostics, Inc. 10.1 First Amendment to theAccelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan 104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)
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