Item 5.07 Submission of Matters to a Vote of Security Holders.
On
annual meeting of stockholders (the “Annual Meeting”). As of
the record date for the Annual Meeting, 78,521,264 shares of common stock of the
Company were issued and outstanding. Each share of common stock entitled its
holder to cast one vote. Under the Company’s Second Amended and Restated Bylaws,
the presence, in person or by proxy, of the holders of one-third of such shares
constituted a quorum for the transaction of business at the Annual Meeting. The
items voted on at the Annual Meeting and the results of such voting are set
forth below:
(1) The Company’s stockholders elected two Class I members,
stockholders present in person or by proxy cast the following numbers of votes
in connection with the election of directors:
Nominee Votes For Votes Withheld Chuck Nuzum 17,327,984 8,313,223 Daniel E. Handley, M.S., Ph.D. 15,886,840 9,754,367
(2) The Company’s stockholders ratified the appointment of
Krause, LLP
the fiscal year ending
the proposal; 4,713,124 votes cast against the proposal; 588,435 votes
abstained, and there were no broker non-votes.
(3) The Company’s stockholders approved a proposal to amend the Company’s
Amended and Restated 2012 Stock Incentive Plan to increase the reserve of shares
of common stock authorized for issuance thereunder from 3,250,000 to 5,750,000
(the “Plan Increase Proposal”). There were 14,173,961 votes cast for the
proposal; 11,069,344 votes cast against the proposal; 397,902 votes abstained,
and there were 11,619,035 broker non-votes.
(4) Pursuant to an advisory “say-on-pay” vote, the Company’s stockholders
approved the compensation of the Company’s executive officers as described in
the Company’s proxy statement. There were 13,336,538 votes cast for the
proposal; 11,882,246 votes cast against the proposal; 422,423 votes abstained,
and there were 11,619,035 broker non-votes.
(5) Pursuant to an advisory vote regarding the frequency of future “say-on-pay”
votes, the Company’s stockholders approved conducting “say-on-pay” votes every
year. There were 18,201,538 votes cast for conducting “say-on-pay” votes every
year; 415,485 votes cast for conducting “say-on-pay” votes every two years; and
4,030,636 votes cast for conducting “say-on-pay” votes every three years.
2,993,547 votes abstained, and there were 11,619,036 broker non-votes.
The Company will consider the outcome of this advisory vote and will determine
the frequency with which it will hold future say-on-pay votes, which
determination will be disclosed on an amendment to this Current Report on Form
8-K within 150 calendar days in accordance with Item 5.07(d) of Form 8-K.
(6) The Company’s stockholders did not approve a proposal to adjourn the Annual
Meeting to a later date or dates if necessary or appropriate to solicit
additional proxies if there were insufficient votes to approve the Plan Increase
Proposal (Proposal 3) at the time of the Annual Meeting or if the Company did
not have a quorum. There were 12,361,835 votes cast for the proposal; 14,035,330
votes cast against the proposal; 602,196 votes abstained, and there were
10,260,881 broker non-votes.
No other items were presented for shareholder approval at the Annual Meeting.
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