On June 6, 2023, the Company held its Annual Meeting. Set forth below is a brief description of each matter considered and voted upon at the Annual Meeting, together with the final tally of the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes. A more complete description of each matter is set forth in the Proxy Statement.
Proposal 1: Election of Directors
The stockholders elected each of the Class I directors who were nominated for a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders and until such director’s successor is elected and qualified, or until his or her earlier death, resignation or removal. The results of stockholders’ votes on this matter were as follows:
| | | | | | | | | | | | | | | | | | | | |
Nominee | | For | | Withheld | | Broker Non-Votes |
---|
Steven D. Skolsky | | 4,851,766 | | 707,561 | | 8,648,323 |
Paula Brown Stafford | | 4,981,320 | | 578,007 | | 8,648,323 |
Proposal 2: Advisory (Nonbinding) Approval of Executive Compensation
The stockholders approved, on an advisory (nonbinding) basis, the compensation of the Company’s named executive officers. The results of stockholders’ votes with respect to the advisory vote on executive compensation were as follows:
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
---|
4,210,754 | | 1,086,458 | | 262,115 | | 8,648,323 |
Proposal 3: Approval of Amendment to Novan, Inc. 2016 Incentive Award Plan
The proposal to approve an amendment to the 2016 Plan to increase the number of shares of the Company’s common stock authorized for issuance under the 2016 Plan by 3,980,000 shares was approved. The results of stockholders’ votes on this matter were as follows:
| | | | | | | | | | | | | | | | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
---|
4,172,362 | | 1,143,457 | | 243,508 | | 8,648,323 |
Proposal 4: Ratification of Selection of Independent Registered Public Accounting Firm
The proposal to ratify the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved. The results of stockholders’ votes on this matter were as follows:
| | | | | | | | | | | | | | |
For | | Against | | Abstain |
12,675,778 | | 108,457 | | 1,423,415 |