Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting held on
(i) Proposal 1: Approval of an amendment to the Company's Amended and Restated
Articles of Incorporation, as amended, to effect a reverse stock split of the Company's outstanding shares of common stock by a ratio of any whole number between 1-for-2 and 1-for-25, at any time prior toDecember 19, 2022 , with the exact ratio to be set within that range at the discretion of the Board of Directors, without further approval or authorization by the Company's stockholders, was approved; and
(ii) Proposal 2: Approval of an adjournment of the Meeting to a later date or
dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1, was approved.
For more information about the foregoing proposals, see the Company's Proxy Statement for the Special Meeting.
At the Special Meeting, there were, represented in person or by proxy, shares of
common stock, Series A Convertible Preferred Stock and Series B Convertible
Preferred Stock representing 5,172,526,485 votes, or approximately 98.75% of the
voting power on the record date, constituting a quorum. As previously described
in the Proxy Statement, (i) each share of common stock was entitled to one vote
per share, (ii) each share of Series A Convertible Preferred Stock was entitled
to one vote per share on an as-converted-to-common stock basis, or an aggregate
of 6,845,400 votes, calculated using a conversion price of
Each of the proposals was approved at the Special Meeting. The number of votes cast for, against, or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
Proposal 1 - Approval of an amendment to the Company's Amended and Restated
Articles of Incorporation, as amended, to effect a reverse stock split of the
Company's outstanding shares of common stock by a ratio of any whole number
between 1-for-2 and 1-for-25, at any time prior to
For Against Abstain Total: 3,058,894,210 2,048,086,006 1,366,110
Proposal 2 - Approval of an adjournment of the Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt Proposal 1.
For Against Abstain
Total: 3,118,562,870 1,988,725,734 1,057,722
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