Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) As discussed below in Item 5.07, the Company held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved amending the Company’s 2011 Equity Incentive Plan, as amended (the “2011 Plan”), to, among other things, increase the number of shares of the Company’s common stock available for issuance under the 2011 Plan from 19,000,000 to 21,000,000. A summary of the material terms of the 2011 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 17, 2019 (the “Proxy Statement”). That summary is qualified in its entirety by reference to the text of the 2011 Plan, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 22, 2019, the Company held its Annual Meeting. As of the close of business on March 29, 2019, the record date for the Annual Meeting, there were 91,284,279 shares of common stock entitled to vote, of which there were 84,167,365 shares present at the Annual Meeting in person or by proxy. At the Annual Meeting, stockholders voted on four matters: (i) the election of two Class II Directors for a term of three years expiring at the 2022 Annual Meeting of Stockholders, (ii) an advisory vote on the compensation paid to the Company’s named executive officers, (iii) the approval of the 2011 Plan to, among other things, increase the number of shares of the Company’s common stock available for issuance thereunder from 19,000,000 to 21,000,000, and (iv) 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, 2019. The voting results were as follows:
| | • | | Election of two Class II Directors for a term of three years expiring at the 2022 Annual Meeting of Stockholders. |
| | | | | | | | | | | | | | | | |
Richard F. Pops | | | For | | | | 40,099,761 | | | | Withheld | | | | 38,916,350 | |
Stephen A. Sherwin, M.D. | | | For | | | | 59,795,609 | | | | Withheld | | | | 19,220,502 | |
The two nominees for Class II Director were elected. The Class I Directors, George J. Morrow and William H. Rastetter, Ph.D., continue in office until the 2021 Annual Meeting of Stockholders, or until their earlier death, resignation or removal. The Class III Directors, Kevin C. Gorman, Ph.D., Gary A. Lyons, and Alfred W. Sandrock, Jr., M.D., Ph.D, will continue in office until the 2022 Annual Meeting of Stockholders or until their earlier death, resignation or removal.
| | • | | An advisory vote on the compensation paid to the Company’s named executive officers. |
| | | | | | | | | | | | | | | | | | | | | | | | |
Shares Voted: | | | For | | | | 76,076,922 | | | | Against | | | | 1,767,778 | | | | Abstain | | | | 1,171,411 | |
Percent of Voted: | | | For | | | | 97.72 | % | | | Against | | | | 2.27 | % | | | | | | | | |
There were 5,151,254 brokernon-votes for this proposal.
The compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, was approved on an advisory basis.
