Item 5.07 Submission of Matters to a Vote of Security Holders
At the close of business on
At the Special Meeting, the Company's stockholders approved Proposal No. 1 - Reverse Stock Split Proposal and Proposal No. 2 - the Name Change Proposal. The Company's stockholders did not approve Proposal No. 3 - Incentive Plan Amendment Proposal. The final voting results for Proposal No. 1, Proposal No. 2, and Proposal No. 3 as described in the Definitive Proxy Statement, are set forth below. Because Proposal No. 1 and Proposal No. 2 were approved by the requisite vote of the Company's stockholders, Proposal No. 4 - the Adjournment Proposal, was not presented at the Special Meeting.
Holders of the Common Stock and the Preferred Stock voted together as a single class with respect to Proposal No. 1 and Proposal No. 2. Each share of Preferred Stock had 200,000,000 votes with respect to Proposal No. 1 and Proposal No. 2, approval of which required the affirmative vote of the holders of a majority of the outstanding voting power of the Common Stock and Preferred Stock entitled to vote on the proposal, voting as a single class. The shares of Preferred Stock, in accordance with the terms of the Preferred Stock, automatically voted on Proposal No. 1 and Proposal No. 2 in a manner that "mirrored" the proportions on which the shares of Common Stock voted on Proposal No. 1 and Proposal No. 2.
Proposal No. 1: Approve an amendment to the Amended and Restated Certificate of Incorporation (the "Charter") to effect a reverse stock split of the common stock at a ratio to be determined by the Board of Directors within a range of one-for-two to one-for-ten (or any number in between), without reducing the authorized number of shares of the common stock, to be effected in the sole discretion of the Board of Directors at any time within one year of the date of the Special Meeting without further approval or authorization of our stockholders:
For Against Abstain Broker Non-Votes 1,138,609,774 Votes 862,171,610 Votes 2,514 Votes n/a
Proposal No. 2: Approve an amendment to the Charter to change the corporate name
from "
For Against Abstain Broker Non-Votes
1,635,874,074 Votes 364,880,474 Votes 29,350 Votes n/a
Proposal No. 3: Approve an amendment to the Company's 2015 Incentive Plan (the "2015 Incentive Plan") to increase the total number of shares authorized for issuance thereunder from 79,165 shares to 1,579,165 shares and to increase certain other maximum number of awards that may be granted annually:
For Against Abstain Broker Non-Votes 75,423 Shares 212,906 Shares 2,338 Shares 493,231
Item 7.01. Regulation FD Disclosure
As previously announced, on
On
The Merger is expected to be completed on or about
The information contained in this Item 7.01 of Current Report on Form 8-K shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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