The following is a brief description of each matter voted upon at the Annual Meeting and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes, as to each such matter, which matters are described in more detail in the Proxy Statement:
Proposal One - Election of Class I Directors. The following nominees were elected as Class I directors to serve until the 2026 annual meeting of stockholders or until their successors are duly elected and qualified.
| | | | | | | | | | | | | | | | | | | | |
Nominee | | For | | Withheld | | Broker Non-Votes |
---|
R. Bradley Gray | | 37,277,666 | | 1,172,334 | | 4,088,770 |
Teresa Foy, Ph.D. | | 32,123,853 | | 6,326,147 | | 4,088,770 |
Kirk D. Malloy, Ph.D. | | 35,092,764 | | 3,357,236 | | 4,088,770 |
Proposal Two - Ratification of the Appointment of Independent Registered Public Accounting Firm. The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023 was ratified.
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
---|
42,455,913 | | 54,357 | | 28,500 | | — |
Proposal Three - Advisory Vote on Compensation of Named Executive Officers. The advisory vote to approve the compensation paid to the Company’s named executive officers was not approved.
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
---|
14,048,263 | | 24,339,078 | | 62,659 | | 4,088,770 |
Proposal Four - Approval of an Amendment and Restatement of the 2022 Equity Incentive Plan to Increase the Number of Shares Reserved Thereunder. The Company’s stockholders cast their votes with respect to the Amended and Restated 2022 Equity Incentive Plan as follows and approved the amendment and restatement:
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
---|
27,297,384 | | 11,101,342 | | 51,274 | | 4,088,770 |
Proposal Five - Approval of the Amendment and Restatement of the Amended and Restated Certificate of Incorporation to Declassify the Board of Directors. The Company’s stockholders cast their votes with respect to the Amended and Restated Certificate of Incorporation as follows and approved the declassification of the board of directors. A conformed copy of the Amended and Restated Certificate of Incorporation that was filed with the Secretary of State of the State of Delaware is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
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38,398,023 | | 47,314 | | 4,663 | | 4,088,770 |