Item 5.07. Submission of Matters to a Vote of Security Holders.
At the 2022 annual meeting of stockholders (the “Annual Meeting”) of Agile Therapeutics, Inc. (the “Company”) held on June 9, 2022, the following proposals were submitted to the stockholders of the Company:
Proposal 1:The election of three directors to serve as Class II directors until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified.
Proposal 2:Approval, on a non-binding advisory basis, of the 2021 compensation of our named executive officers.
Proposal 3:Approval of an amendment to Agile Therapeutics, Inc.’s Amended and Restated 2014 Incentive Compensation Plan.
Proposal 4:The ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.
For more information about the foregoing proposals, see the proxy statement filed by the Company with the Securities and Exchange Commission on April 29, 2022. Of the 146,741,862 shares of the Company’s common stock entitled to vote at the Annual Meeting, 78,982,445, or approximately 53.82% were represented at the meeting virtually in person or by proxy, constituting a quorum. 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:Election of Directors.
The Company’s stockholders elected the following three directors to serve as Class II directors until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified. The votes regarding the election of the directors were as follows:
Director | | Votes For | | Votes Withheld | | Broker Non-Votes | | |
| | | | | | | | |
Sandra Carson, M.D. FACOG | 34,958,134 | | 7,153,217 | | 36,871,094 | |
| | | | | | |
Seth H.Z. Fischer | 34,653,126 | | 7,458,225 | | 36,871,094 | |
| | | | | | | | |
Josephine Torrente | 31,557,528 | | 10,553,823 | | 36,871,094 | |
| | | | | | | | |
Proposal 2:Advisory Non-Binding Vote on 2021 Executive Compensation.
The Company’s stockholders approved, on a non-binding advisory basis, the 2021 compensation of our named executive officers. The votes regarding this proposal were as follows:
| | | | | | | | | |
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes |
|
| | | | | | | | | |
| 35,598,524 | | 6,189,341 | | 323,486 | 36,871,094 | |