Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Amendment of Certificate of Incorporation
On
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
Proposal No. 1: Election of seven nominees to serve as directors until the 2023 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:
Votes Name Votes For Withheld David Eansor 30,753,440 2,083,729 Steven Elms 30,965,719 1,871,450 Peter Hoang 30,759,510 2,077,659 David Laskow-Pooley 31,082,497 1,754,672 John Wilson 29,558,131 3,279,038 Juan Vera 31,165,066 1,672,103 Katharine Knobil 31,146,424 1,690,745 Broker Non-Votes: 24,458,707. All nominees were elected.
Proposal No. 2: Approval, on an advisory basis, of the compensation of the Company's named executive officers. The votes were cast as follows:
Votes Votes For Against Abstained Advisory approval of named executive officer compensation 28,164,404 4,400,809 271,957 Broker Non-Votes: 24,458,706.
Proposal No. 3: Amendment of the Company's Certificate of Incorporation to increase the authorized number of shares of Common Stock. The votes were cast as follows:
Votes Votes For Against Abstained
Amendment of Certificate of Incorporation 48,008,847 8,680,304 606,723
Broker Non-Votes: 0.
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Proposal No. 4: Approval to adopt a series of alternate amendments to the Company's Certificate of Incorporation to effect a reverse stock split where the board of directors will have the discretion to select the reverse stock split ratio from within a range between and including one-for three (1:3) and one-for-twelve (1:12). The votes were cast as follows:
Votes Votes For Against Abstained
Amendment approval for reverse stock split 48,899,833 7,846,346 549,695
Broker Non-Votes: 0.
Proposal No. 5: Approval to adopt a series of alternate amendments to the Company's Certificate of Incorporation to effect an authorized shares reduction, with the specific number of authorized shares determined by a formula that is based on the ratio utilized for a reverse stock split. The votes were cast as follows:
Votes Votes For Against Abstained Amendment to effectuate an authorized shares reduction 49,446,472 6,871,753 977,646 Broker Non-Votes: 0.
Proposal No. 6: Amendment of the
Votes Votes For Against Abstained
Amendment to the 2020 Equity Inventive Plan 27,591,624 4,896,423 349,123
Broker Non-Votes: 24,458,706.
Proposal No. 7: Ratification of the selection of
Votes Votes For Against Abstained
Ratification of appointment of
Broker Non-Votes: 0.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 3.1 Certificate of Amendment to Certificate of Incorporation ofMarker Therapeutics, Inc. 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document)
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