| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The following proposals were submitted to the stockholders at the 2019 Annual Meeting of Stockholders (the “Annual Meeting”) of MyoKardia, Inc. (the “Company”) held on June 13, 2019:
(i) The election of two Class I directors, as nominated by the Board of Directors of the Company, to hold office until the 2022 Annual Meeting of Stockholders of the Company or until their successors are duly elected and qualified;
(ii) The ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2019;
(iii) The conduct of anon-binding advisory vote to approve the compensation of the Company’s named executive officers; and
(iv) The conduct of anon-binding advisory vote on the frequency of futurenon-binding advisory votes to approve the compensation of the Company’s named executive officers.
The proposals are described in detail in the Company’s Proxy Statement filed with the Securities and Exchange Commission on April 24, 2019 (the “Proxy Statement”).
The number of shares of common stock entitled to vote at the Annual Meeting was 46,011,685. The number of shares of common stock present or represented by valid proxy at the Annual Meeting was 38,665,144. All matters submitted to a vote of the Company’s stockholders at the Annual Meeting were approved and all director nominees were elected.
The number of votes cast for and against and the number of abstentions and brokernon-votes with respect to each matter voted upon are set forth below:
| | (a) | Election of Class I Directors. |
| | | | | | | | |
Director Nominee | | Votes For | | | Votes Withheld | |
Sunil Agarwal, M.D. | | | 29,570,948 | | | | 5,301,127 | |
Kimberly Popovits | | | 21,197,746 | | | | 13,674,329 | |
There were 3,793,069 brokernon-votes regarding the election of directors.
| | (b) | Ratification of Auditors. |
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019.
| | | | | | |
For | | Abstain | | Against | | Broker Non-Votes |
| 38,651,155 | | 11,500 | | 2,489 | | 0 |
| | (c) | Approval, on aNon-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers. |
The Company’s stockholders approved, on anon-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.
| | | | | | |
For | | Abstain | | Against | | BrokerNon-Votes |
| 34,518,161 | | 13,866 | | 340,048 | | 3,793,069 |
| | (d) | Recommendation, on aNon-Binding Advisory Basis, of the Preferred Frequency of FutureNon-Binding Advisory Votes to Approve the Compensation of the Company’s Named Executive Officers. |
The Company’s stockholders recommended, on anon-binding advisory basis, the preferred frequency of one (1) year for futurenon-binding advisory votes to approve the compensation of the Company’s named executive officers.
| | | | | | |
One Year | | Two Years | | Three Years | | Abstentions |
| 34,550,768 | | 5,475 | | 272,431 | | 43,401 |
The next requirednon-binding advisory vote on the frequency of futurenon-binding advisory votes on the compensation of the Company’s named executive officers will take place no later than at the Company’s 2025 annual meeting of stockholders.
