Item 5.07 Submission of Matters to a Vote of Security Holders.
The following proposals were submitted to the stockholders at the 2023 Annual
Meeting of Stockholders of
(i) The election of five (5) directors,
(ii) The approval of an amendment to the Company's Amended and Restated
Certificate of Incorporation to effect a reverse stock split of the Company's
outstanding shares of common stock, par value
(iii) The approval of an adjournment of the annual meeting to the extent there are insufficient votes at the annual meeting to approve the preceding reverse stock split proposal (the "Adjournment Proposal");
(iv) The ratification of the appointment of
(v) The transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
The proposals are described in detail in the Company's Definitive Proxy
Statement filed with the
The number of shares of Common Stock entitled to vote at the Annual Meeting was 15,823,534. The number of shares of Common Stock present or represented by valid proxy at the Annual Meeting was 10,447,106. All matters submitted to a vote of the Company's stockholders at the Annual Meeting were approved and all director nominees were elected.
The number of votes cast for and against and the number of abstentions and broker non-votes with respect to each matter voted upon are set forth below:
(i) Election of Directors: Stockholders voted to approve the election of each of the following director nominees: For Withheld Philippe P. Calais, PhD 6,782,417 531,568 Robert Michael Dudley 6,985,242 328,743 Thomas A. Fitzgerald 6,741,426 572,559 Erik Manting, PhD 6,236,285 1,077,700 Magda Marquet, PhD 6,787,783 526,202
There were 3,133,121 broker non-votes regarding the election of directors.
(ii) The Reverse Stock Split Proposal:
Stockholders approved the Reverse Stock Split Proposal. The results of the voting included 9,104,123 votes for, 1,218,265 votes against and 124,718 votes abstained. There were no broker non-votes regarding this proposal.
(iii) The Adjournment Proposal:
Stockholders approved the Adjournment Proposal. The results of the voting included 9,914,178 votes for, 496,376 votes against and 36,552 votes abstained. There were no broker non-votes regarding this proposal. No corresponding motion was made to approve an adjournment to the Annual Meeting following approval of the Adjournment Proposal, because sufficient votes were received to approve the Reverse Stock Split Proposal at the Annual Meeting.
(iv) The Auditor Proposal:
Stockholders ratified the appointment of
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