| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 4, 2023, Scilex Holding Company (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the amendment to the Scilex Holding Company 2022 Equity Incentive Plan (the “2022 Plan”) to (i) increase the number of shares authorized for issuance thereunder by 10,000,000 shares to 30,276,666 shares, (ii) increase the number of shares authorized for issuance thereunder pursuant to the exercise of incentive stock options to 30,276,666 shares, and (iii) modify the commencement date of the automatic increase in the number of shares authorized for issuance thereunder pursuant to the exercise of incentive stock options to January 1, 2024.
The amendment to the 2022 Plan had been previously approved, subject to stockholder approval, by the Company’s Board of Directors. A summary of the 2022 Plan, as amended, was included in the Company’s definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on March 8, 2023 (the “Proxy Statement”). The summary of the 2022 Plan, as amended, is qualified in its entirety by reference to the full text of the 2022 Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On May 4, 2023, the Company held the Meeting. At the Meeting, a total of 127,973,128 shares, or 73.18% of the Company’s common stock and Series A preferred stock issued and outstanding as of the record date, were represented virtually or by proxy.
At the Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Proxy Statement. Set forth below is a brief description of each matter voted upon at the Meeting and the voting results with respect to each matter.
Proposal No. 1: To elect the following nominees as Class I directors to serve until the Company’s 2026 Annual Meeting of Stockholders.
| | | | | | |
Nominee | | For | | Withhold | | Broker Non-Votes |
Dorman Followwill | | 107,842,833 | | 10,527,196 | | 9,603,099 |
David Lemus | | 113,424,163 | | 4,945,866 | | 9,603,099 |
Proposal No. 2: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023.
| | | | |
For | | Against | | Abstentions |
127,368,078 | | 393,667 | | 211,383 |
Proposal No. 3: To approve the amendment to the 2022 Plan to (i) increase the number of shares authorized for issuance thereunder by 10,000,000 shares to 30,276,666 shares, (ii) increase the number of shares authorized for issuance thereunder pursuant to the exercise of incentive stock options to 30,276,666 shares, and (iii) modify the commencement date of the automatic increase in the number of shares authorized for issuance thereunder pursuant to the exercise of incentive stock options to January 1, 2024.
| | | | | | |
For | | Against | | Abstentions | | Broker Non-Votes |
101,476,808 | | 16,369,983 | | 523,238 | | 9,603,099 |
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