Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's annual meeting of stockholders was held on
Common stock and Series A convertible preferred stock voted as a single class on all matters. There were present in person or by proxy 124,820,173 votes, representing a majority of the total outstanding eligible votes as of the record date for the meeting.
Proposal 1. Election of Directors. The stockholders elected the following eight directors to serve until the next annual meeting, or until their successors are elected and qualified, by the votes set forth below:
Nominee FOR WITHHELD 01) Carl Spana, Ph.D. 40,224,918 14,325,733 02) John K.A. Prendergast 33,680,892 20,869,759 03) Robert K. deVeer, Jr. 42,571,434 11,979,217 04) J. Stanley Hull 42,324,003 12,226,648 05) Alan W. Dunton, M.D. 42,974,111 11,576,540 06) Arlene M. Morris 41,173,191 13,377,460 07) Anthony M. Manning, Ph.D. 38,816,903 15,733,748
Broker Non-Votes: 70,269,522 for each director
Proposal 2.
Ratification of Appointment of Independent Registered Public Accounting Firm.
The stockholders ratified the appointment of
For Against Abstain 109,952,561 11,578,337 3,289,275
Broker Non-Votes: not applicable
Proposal 3. Amendment to Certificate of Incorporation to Increase Authorized Common from 300,000,000 Shares to 400,000,000 Shares. As disclosed below under Item 8.01, incorporated herein by reference, upon motion the Annual Meeting was adjourned on Proposal 3.
Proposal 4. Say-on-Pay. The stockholders voted to advise the Company that they do approve the compensation of the Company's named executive officers by the votes set forth below:
For Against Abstain 35,028,843 18,065,507 1,456,301 Broker Non-Votes: 70,269,522 Item 8.01 Other Events.
At the time of the Annual Meeting, there were insufficient votes to pass
Proposal 3, which sought an amendment to the Company's Certificate of
Incorporation to effect an increase in authorized common stock from 300,000,000
shares to 400,000,000 shares. Upon motion, the Annual Meeting was adjourned on
Proposal 3, and as announced at the Annual Meeting, such meeting will reconvene
at
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