Item 5.07. |
Submission of Matters to a Vote of Security Holders.
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At the 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”) of SIGA Technologies, Inc. (the “Company”) held on June
13, 2023, stockholders representing 63,500,348 shares of common stock, or 89.1% of the shares of common stock outstanding as of the April 19, 2023 record date, attended or were represented by proxy. The items listed below were submitted to a vote
of the stockholders who attended or were represented by proxy, and were entitled to vote at, the 2023 Annual Meeting. Final voting results are shown below.
At the 2023 Annual Meeting, the stockholders of the Company (i) elected eight director nominees to hold office until the
earlier of the 2024 Annual Meeting of Stockholders of the Company and their successors are elected and qualified and until their earlier resignation or removal, (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company’s
independent registered public accounting firm for the fiscal year ending December 31, 2023, (iii) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, and (iv) approved, on a non-binding advisory
basis, three years as the frequency of future advisory votes on executive compensation. Set forth below are the final voting results for the four proposals submitted to a vote of the stockholders.
(1) Election of the following individuals to hold office as directors of the Company for terms of one year.
Number of Shares Voted
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Name
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For
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Withheld
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Jaymie A. Durnan
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45,619,310
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5,745,759
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Harold E. Ford, Jr
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45,247,500
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6,117,569
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Evan A. Knisely
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49,033,702
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2,331,367
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Joseph W. Marshall, III
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40,202,307
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11,162,762
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Gary J. Nabel, M.D., Ph.D.
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48,791,318
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2,573,751
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Julian Nemirovsky
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46,819,041
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4,546,028
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Holly L. Phillips, M.D.
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48,316,963
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3,048,106
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Jay K. Varma
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50,608,977
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756,092
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With respect to each director nominee there were 12,135,279 broker “non-votes.”
(2) Ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal
year ending December 31, 2023.
Number of Shares Voted
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For
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Against
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Abstain
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60,658,468
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2,773,787
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68,093
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(3) Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers.
Number of Shares Voted
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For
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Against
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Abstain
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Broker Non-Votes
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46,319,432
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4,966,387
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79,250
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12,135,279
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(4) Approval, on a non-binding advisory basis, of the frequency of future advisory votes on executive compensation.
Number of Shares Voted
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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23,479,094
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32,437
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27,550,742
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302,796
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12,135,279
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Based on the voting results set forth above with respect to Proposal 4 and consistent with the prior recommendation of the Board of Directors of the
Company (the “Board”), the Board has determined that advisory votes on executive compensation will be submitted to stockholders once every three years until the next required vote on the frequency of such votes.