Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 15, 2023, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders voted on four proposals, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on May 1, 2023, as supplemented on May 15, 2023.
Only stockholders of record as of the close of business on April 21, 2023, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 49,607,806 shares of the Company’s common stock (the “Common Stock”) were outstanding. In deciding all matters at the Annual Meeting, the holders of Common Stock had the right to one vote for each share of Common Stock they held as of the record date.
The tabulation of the stockholders' votes on each proposal brought before the Annual Meeting is as follows:
Proposal 1 - Election of Directors:
The election of three Class II directors to serve as directors until the 2026 annual meeting of stockholders and until their respective successors are duly elected and qualified or until their earlier death, resignation or removal:
| | | | | | | | | | | | | | | | | | | | |
| NAME | | FOR | | WITHHELD | | BROKER NON-VOTES |
| Raj Batra | | 24,455,046 | | 370,262 | | 10,096,395 |
| Christine Gorjanc | | 24,718,215 | | 107,093 | | 10,096,395 |
| Alberto Recchi | | 24,439,261 | | 386,047 | | 10,096,395 |
Proposal 2 - Ratification of Appointment of Withum Smith+Brown as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:
| | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTENTIONS |
| 34,571,327 | | 271,116 | | 79,260 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
Proposal 3 – Stockholders voted on and approved an amendment to the Company's Certificate of Incorporation, to effect a reverse stock split of the Company's outstanding Common Stock, in the range of 1-for-3 to 1-for-12, such ratio to be determined in the sole discretion of the Company’s Board of Directors, without a corresponding decrease of the Company's authorized share capital. The votes on this proposal were as follows:
| | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTENTIONS |
| 34,220,500 | | 646,051 | | 55,152 |
As a routine proposal under applicable rules, no broker non-votes were recorded in connection with this proposal.
The Company’s Board of Directors has approved a final ratio of 1-for-8 shares, such that every eight shares of Common Stock shall be combined and reclassified into one share of Common Stock as of the effective date of the reverse stock split, which the Company expects to be June 22, 2023. The Company currently has listed warrants to purchase a total of 18,410,000 shares of Common Stock, with each whole warrant being exercisable for one share of Common Stock at $11.50 per share. After effectiveness of the reverse stock split, every eight shares of Common Stock that may be purchased pursuant to the warrants immediately prior to the reverse stock split will represent one share of Common Stock that may be purchased pursuant to such warrants immediately following the reverse stock split. Correspondingly, the exercise price per share of Common Stock attributable to such warrants will be proportionately increased, such that the exercise price immediately following the Reverse Stock Split will be $92.00, which equals the product of eight multiplied by $11.50, the exercise price per share immediately prior to the reverse stock split. The number of shares of Common Stock subject to the warrants will be proportionately decreased by eight times, to an aggregate of 2,301,250 shares.
Proposal 4 – Stockholders did not approve the proposal to amend the Company's Certificate of Incorporation to reflect new Delaware law provisions to limit the liability of certain officers in limited circumstances, which proposal required the affirmative vote of the holders of a majority of the outstanding shares of Common Stock for approval. The votes on this proposal were as follows:
| | | | | | | | | | | | | | | | | | | | |
| FOR | | AGAINST | | ABSTENTIONS | | BROKER NON-VOTES |
| 24,191,625 | | 579,270 | | 54,413 | | 10,096,395 |
