Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
2016 Omnibus Share and Incentive Plan
OnMay 25, 2022 ,Arbutus Biopharma Corporation (the "Company") held its 2022 Annual General and Special Meeting of Shareholders (the "Meeting"). At the Meeting, the Company's shareholders, upon the recommendation of the Company's Board of Directors (the "Board"), approved an amendment (the "Plan Amendment") to the Company's 2016 Omnibus Share and Incentive Plan, as supplemented and amended (the "2016 Plan"), to (a) increase the aggregate number of common shares authorized for issuance under the 2016 Plan by 3,500,000 common shares and (b) increase the aggregate number of common shares that may be issued pursuant to incentive stock options granted under the 2016 Plan by 3,500,000 common shares. Summaries of the 2016 Plan and the Plan Amendment are set forth in the Company's Management Proxy Circular and Proxy Statement for the Meeting filed with theSecurities and Exchange Commission onApril 11, 2022 (the "Proxy Statement/Circular"). Those summaries and the above descriptions of the 2016 Plan and Plan Amendment do not purport to be complete and are qualified in their entirety by reference to the 2016 Plan and Plan Amendment, which are 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 Meeting, the shareholders voted and: (1) elected each of the Company's nominees for director; (2) approved the Plan Amendment; (3) approved, by non-binding advisory vote, the compensation of the Company's named executive officers as disclosed in the Proxy Statement/Circular; and (4) ratified the appointment ofErnst & Young LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 . Set forth below are the final voting results for each of the proposals submitted to a vote of the Company's shareholders at the Meeting.
Proposal 1. To elect the seven director nominees named in the Proxy Statement/Circular each to
serve until the 2023 Annual General Meeting of
Shareholders or until his or her
qualified successor has been duly elected or appointed: Votes Votes Broker Nominee For Withheld Non-Votes Frank Torti, M.D. 75,658,972 1,784,067 34,256,440 William H. Collier 76,430,722 1,012,317 34,256,440 Daniel Burgess 73,183,218 4,259,821 34,256,440 Richard C. Henriques 75,702,042 1,740,997 34,256,440 Keith Manchester, M.D. 74,344,441 3,098,598 34,256,440 James Meyers 75,937,599 1,505,440 34,256,440 Tram Tran, M.D. 76,419,304 1,023,735 34,256,440
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Proposal 2. To approve an amendment to the 2016 Plan to (a) increase the aggregate number
of common shares authorized for issuance thereunder by
3,500,000 common shares
and (b) increase the aggregate number of common shares
that may be issued
pursuant to incentive stock options granted thereunder by 3,500,000 common shares: Votes Votes Broker For Votes Against Abstained Non-Votes 73,116,130 3,984,064 342,845 34,256,440
Proposal 3. To approve, by non-binding advisory vote, the compensation of the Company's named
executive officers as disclosed in the Proxy
Statement/Circular:
Votes Votes Broker For Votes Against Abstained Non-Votes 71,034,911 5,946,818 461,310 34,256,440
Proposal 4. To ratify the appointment of
registered public accounting firm for the fiscal year
ending
Votes Votes Broker For Votes Against Abstained Non-Votes 110,226,270 1,104,557 368,652 -
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number DescriptionArbutus Biopharma Corporation 2016 Omnibus Share and Incentive Plan, as 10.1 supplemented and amended 104 Cover page interactive data file (formatted as inline XBRL).
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