Item 5.07. Submission of Matters to a Vote of Security Holders
Results of the Annual Meeting of Stockholders
An Annual Meeting of Stockholders (the “AGM”) of the Company was held on
Proxies for the AGM were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended, and there was no solicitation in
opposition to the Company’s solicitation.
A total of 25,677,415 shares (55.43% of the 46,316,635 issued and outstanding
shares of the Company’s common stock entitled to vote as of
the record date for the AGM) were present in person or by proxy, constituted a
quorum for the transaction of business and were voted at the AGM. The agenda
items submitted at the AGM were passed as described below. Percentages indicated
below reflect the percentage of the total number of shares voted at the AGM with
respect to that agenda item.
Agenda Item 1. To elect four directors:
Nominee For Withheld
Yew Poh Leong 19,088,346 99.39% 117,098 0.61% Michael Chan 19,060,043 99.24% 145,401 0.76% Eng Ho Ng 19,117,669 99.54% 87,775 0.46%
There were 6,473,971 broker non-votes with respect to this agenda item. Votes
that were withheld and broker non-votes were counted for the purposes of
determining the presence or absence of a quorum but had no other effect on the
election of directors.
Agenda Item 2. To ratify the appointment of
Company’s independent registered public accounting firm for the fiscal year
ending
the number of abstentions, were as follows:
For Against Abstain
25,473,079 99.20% 18,851 0.07% 185,485 0.73%
There were no broker non-votes with respect to this agenda item. Abstentions
were counted for purposes of determining the presence or absence of a quorum,
and abstentions were deemed to be “votes cast” and had the same effect as a vote
against this agenda item.
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Agenda Item 3. To approve the Company’s 2023 Stock Incentive Plan. The votes
cast for or against this agenda item, and the number of abstentions, were as
follows:
For Against Abstain
15,926,413 82.92% 3,259,413 16.97% 19,618 0.10%
There were 6,473,971 broker non-votes with respect to this agenda item. Broker
non-votes and abstentions were counted for purposes of determining the presence
or absence of a quorum. Abstentions were deemed to be “votes cast” and had the
same effect as a vote against this agenda item. Broker non-votes were not deemed
to be “votes cast”, and therefore had no effect on the vote with respect to this
proposal.
Agenda Item 4. To approve to amend the exercise price of outstanding stock
options from
the number of abstentions, were as follows:
For Against Abstain
10,395,680* 98.02% 192,564 1.82% 17,200 0.16%
There were 6,473,971 broker non-votes with respect to this agenda item. Broker
non-votes and abstentions were counted for purposes of determining the presence
or absence of a quorum. Abstentions were deemed to be “votes cast” and had the
same effect as a vote against this agenda item. Broker non-votes were not deemed
to be “votes cast”, and therefore had no effect on the vote with respect to this
proposal.
* 8,600,000 votes held by insiders of the Company, which voted “for” were
excluded from voting on this agenda item.
Agenda Item 5. To authorize the issuance in excess of 20% of the shares of the
Company’s common stock to the Company’s primary lender upon repayment by
conversion of the Note and exercise of the Warrant held by the lender. The votes
cast for or against this agenda item, and the number of abstentions, were as
follows:
For Against Abstain
3,025,484 15.75% 16,166,133 84.17% 13,827 0.07%
There were 6,473,971 broker non-votes with respect to this agenda item. Broker
non-votes and abstentions were counted for purposes of determining the presence
or absence of a quorum. Abstentions were deemed to be “votes cast” and had the
same effect as a vote against this agenda item. Broker non-votes were not deemed
to be “votes cast”, and therefore had no effect on the vote with respect to this
proposal.
Agenda Item 6. To approve of lowering the floor price under the Note and Warrant
held by the Company’s primary lender from
Company’s common stock. The votes cast for or against this agenda item, and the
number of abstentions, were as follows:
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For Against Abstain
2,957,553 15.40% 16,230,413 84.51% 17,478 0.09%
There were 6,473,971 broker non-votes with respect to this agenda item. Broker
non-votes and abstentions were counted for purposes of determining the presence
or absence of a quorum. Abstentions were deemed to be “votes cast” and had the
same effect as a vote against this agenda item. Broker non-votes were not deemed
to be “votes cast”, and therefore had no effect on the vote with respect to this
proposal.
Agenda Item 7. To approve, on a non-binding advisory basis, the compensation of
the Company’s named executive officers. The votes cast for or against this
agenda item, and the number of abstentions, were as follows:
For Against Abstain
15,927,686 82.93% 3,252,284 16.94% 25,474 0.13%
There were 6,473,971 broker non-votes with respect to this agenda item. Broker
non-votes and abstentions were counted for purposes of determining the presence
or absence of a quorum. Abstentions were deemed to be “votes cast” and had the
same effect as a vote against this agenda item. Broker non-votes were not deemed
to be “votes cast”, and therefore had no effect on the vote with respect to this
proposal.
Item 8.01 Other Events
On
Board of Directors re-appointed the following officers:
Martin Shen President and Chief Executive Officer; and Yew Hon Lee Chief Financial Officer, Secretary and Treasurer.
In addition, on
the results of the AGM. A copy of the news release is attached as Exhibit 99.1
hereto.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description 99.1 News Release datedFebruary 21, 2023 104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) - 3 -
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