| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 30, 2021, Applied Genetic Technologies Corporation (the “Company”) appointed James Robinson to serve on its board of directors as a Class I director. His term will expire at the Company’s Annual Meeting of Stockholders for fiscal year 2024. Mr. Robinson was also appointed to serve on the Company’s audit committee and nominating and corporate governance committee.
In connection with his appointment as a non-employee director, Mr. Robinson received a stock option to purchase 25,000 shares of the Company’s common stock at $2.17 per share on the date of his election, which will vest one third on the first anniversary of the date of grant and thereafter in 24 equal monthly installments, so that the option is fully-vested on the third anniversary of the date of grant, and has a term of ten years. He will also receive cash and equity compensation pursuant to the Company’s non-employee director compensation program. In addition, the Company has entered into an indemnification agreement with Mr. Robinson in connection with his appointment to the Board, which is in substantially the same form as that entered into with the other directors of the Company.
The Company issued a press release announcing Mr. Robinson’s appointment to its board of directors, which is attached as Exhibit 99.1 to this current report.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2022 Annual Meeting of Stockholders on November 30, 2021, at which three proposals were submitted to, and approved by, its stockholders. The holders of 24,412,931 shares of common stock of the Company were present or represented by proxy at the meeting. The proposals are described in detail in the Company’s definitive proxy statement for the 2022 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on October 15, 2021. The final results for the votes for each proposal are set forth below.
Each of Scott Koenig, Yehia Hashad and Ivana Magovcevic-Liebisch was elected as a Class II Director of the Company, to serve a three-year term expiring at the 2025 Annual Meeting of Stockholders. The votes cast in the election of the directors were as follows:
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | Broker
Non-Votes |
Scott Koenig | | 6,827,676 | | 4,352,719 | | 13,232,536 |
Yehia Hashad | | 10,406,801 | | 773,594 | | 13,232,536 |
Ivana Magovcevic-Liebisch | | 10,403,782 | | 776,613 | | 13,232,536 |
The Company’s stockholders approved, on an advisory basis, the compensation paid to the named executive officers of the Company. The votes cast on this proposal were as follows:
| | | | | | | | |
Proposal | | Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| To approve, on an advisory basis, the compensation paid to our named executive officers | | 9,783,196 | | 1,152,958 | | 244,241 | | 13,232,536 |
The Company’s stockholders also approved the proposal to ratify the appointment of Ernst & Young LLP as its independent registered public accounting firm for its fiscal year ending June 30, 2022. The votes cast on this proposal were as follows:
| | | | | | | | |
Proposal | | Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2022 | | 23,989,385 | | 279,192 | | 144,354 | | — |
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