ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
At our annual meeting of shareholders held on May 19, 2021 (the “Annual Meeting”), our shareholders approved the Aware, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which replaces the Aware, Inc. 1996 Employee Stock Purchase Plan. Up to 1,000,000 shares of our common stock may be issued pursuant to the 2021 ESPP.
We incorporate herein by reference the description of the material terms of the 2021 ESPP appearing under the heading “Proposal Three: Approval of Aware, Inc. 2021 Employee Stock Purchase Plan” in our definitive proxy statement dated as of April 9, 2021.
ITEM 5.05. AMENDMENTS TO THE REGISTRANT’S CODE OF ETHICS, OR WAIVER OF A PROVISION OF THE CODE OF ETHICS.
On October 27, 2020, our board of directors approved and adopted an Amended and Restated Code of Ethics (the “Code”). The Code is applicable to all of our and our subsidiaries’ and controlled affiliates’ directors, officer and employees, including our principal executive officer, principal financial officer and principal accounting officer. The revisions to the Code are designed to encourage a greater understanding by our employees of our standards of ethical business practices, promote awareness of ethical issues that may be encountered in carrying out an employee’s or director’s responsibilities, and improve the Code’s clarity with respect to addressing ethical issues that may arise. The foregoing description of the revisions to the Code is subject to, and qualified in its entirety by, the full text of the Code, which is attached hereto as Exhibit 14.1 and is incorporated herein by reference. The Code is also available at the Corporate Governance tab of the Investor Relations section of our website at www.aware.com.
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 19, 2021 we held our Annual Meeting. A total of 21,494,236 shares of our common stock were outstanding as of March 22, 2021, the record date for the Annual Meeting.
At the Annual Meeting, our shareholders voted (i) to re-elect Brian D. Connolly and Gary Evee as our Class I directors for three-year terms, (ii) to approve an advisory proposal on the compensation of our named executive officers, (iii) to approve the 2021 ESPP, and (iv) to ratify the appointment of RSM US LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. Set forth below are the matters acted upon at the annual meeting and the final voting results on each matter as reported by our inspector of elections.
1. Election of Class I Directors.
| | | | | | |
Nominee | | For | | Withheld | | Broker Non-Votes |
Brian D. Connolly | | 7,287,488.26 | | 1,379,536 | | 11,199,976 |
Gary Evee | | 8,596,641.26 | | 70,383 | | 11,199,976 |
2. To approve, on an advisory basis, the compensation of our named executive officers.
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
7,770,971.26 | | 733,962 | | 162,091 | | 11,199,976 |
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