Proxy contests and exempt solicitations in last 3 years
No recent proxy contest or exempt solicitation filings from shareholders.
Vote support at last AGM
At the 2023 Annual Meeting, a total of five proposal (the “Proposals” and each a “Proposal”) were submitted to and approved by the Company’s stockholders. The holders of 15,250,987 shares of Common Stock were present in person or represented by proxy at the 2023 Annual Meeting. The Proposals are described in detail in the Company’s definitive proxy statement for the 2023 Annual Meeting filed with the SEC on August 11, 2023. The final results for the votes for each Proposal are set forth below. Proposal 1: The Director Election Proposal Rev. Dr. James Sherblom was elected as a Class I Director of the Company’s board of directors (the “Board”), to serve a three-year term until the Company’s 2026 annual meeting of stockholders. The votes cast in this Proposal were as follows:
Votes For
Votes Withheld
Broker Non-Votes
14,297,652
81,900
871,435
Proposal 2: Amendment to the 2022 Equity and Incentive Plan The Company’s stockholders also approved an amendment to increase the number of shares of Common Stock reserved for issuance under the Plan by 3,000,000 shares. The votes cast in this Proposal were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
14,174,884
204,668
0
871,435
Proposal 3: The Nasdaq Proposal The Company’s stockholders also approved, for purposes of complying with Nasdaq Listing Rule 5635(b) and (d), the issuance of 3,561,851 shares of Common Stock and up to 8,904,641 shares of Common Stock issuable upon exercise of warrants to purchase shares of Common Stock pursuant to the terms of the Securities Purchase Agreement, dated July 31, 2023, by and between the Company and the purchasers named therein. The votes cast in this Proposal were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
14,353,119
26,433
0
871,435
Proposal 4: The Reverse Stock Split Proposal The Company’s stockholders also approved a Proposal to authorize the Board, in its discretion but in no event later than August 31, 2024, to amend the Amended and Restated Certificate of Incorporation of the Company (the
“Charter”) to effect a reverse stock split of shares of Common Stock, at a ratio in the range of 1-for-5 and 1-for-20, such ratio to be determined by the Board and included in a public announcement. The votes cast in this Proposal were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
14,998,241
251,746
1,000
0
Proposal 5: The Ratification of Appointment of Independent Registered Public Accounting Firm The Company’s Stockholders also approved the ratification of the appointment of Baker Tilly US LLP as its independent registered public accounting firm for the fiscal year ending December 31, 2023. The votes cast on this Proposal were as follows:
Votes For
Votes Against
Abstentions
Broker Non-Votes
15,220,601
30,380
6
0
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