08/19/2026 | Press release | Distributed by Public on 08/19/2026 15:00
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Item 5.07 |
Submission of Matters to a Vote of Security Holders. |
On August 18, 2026, the Company held the 2026 Annual Meeting. As of the June 26, 2026 record date for the determination of the stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting, 63,682,528 shares of common stock of the Company were outstanding and entitled to vote, with each share entitled to one vote.
Present at the 2026 Annual Meeting, in person or by proxy, were holders of 43,034,024 shares of the Company's common stock, representing at least one-third of the voting power of the capital stock issued and outstanding and entitled to vote at the 2026 Annual Meeting as of June 26, 2026, which constituted a quorum for the transaction of business. At the 2026 Annual Meeting, the Company's stockholders voted on the following proposals:
Proposal One-Election of Directors: To elect six directors-James Bianco, M.D., James Manuso, Ph.D., MBA, Alan List, M.D., George Ng, Robert E. Hoffman and Craig Tendler, M.D.-to serve until the Company's 2027 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified. In accordance with the voting results listed below, each of the six director nominees was elected by the requisite vote of the Company's stockholders.
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Name |
For |
Withheld |
Broker Non-Votes |
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|
James Bianco, M.D. |
28,358,439 |
371,893 |
14,303,692 |
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James Manuso, Ph.D., MBA |
28,351,424 |
378,908 |
14,303,692 |
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Alan List, M.D. |
28,404,403 |
325,929 |
14,303,692 |
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George Ng |
26,507,318 |
2,223,014 |
14,303,692 |
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Robert E. Hoffman |
28,322,397 |
407,935 |
14,303,692 |
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Craig Tendler, M.D. |
28,403,520 |
326,812 |
14,303,692 |
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Proposal Two-Nasdaq Proposal: To approve the issuance of 1,878,287 shares of the Company's common stock pursuant to the Fee Letter, in accordance with Nasdaq Listing Rule 5635(d). In accordance with the voting results listed below, the Nasdaq Proposal was approved by a majority of the votes cast.
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For |
Against |
Abstain |
Broker Non-Votes |
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|
28,128,581 |
517,896 |
83,855 |
14,303,692 |
Proposal Three-Executive Compensation Proposal: To conduct an advisory vote to approve the compensation of the Company's named executive officers. In accordance with the voting results listed below, the advisory vote on named executive officer compensation was approved by a majority of the votes cast.
|
For |
Against |
Abstain |
Broker Non-Votes |
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|
26,125,280 |
2,484,951 |
120,101 |
14,303,692 |
Proposal Four-Say-on-Frequency: To conduct an advisory vote on the frequency of future advisory votes on the compensation of the Company's named executive officers. In accordance with the voting results listed below, three years received the highest number of votes cast.
|
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
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|
13,945,985 |
101,587 |
14,472,313 |
211,447 |
14,303,692 |
Proposal Five-Auditor Ratification: To ratify the appointment of Cherry Bekaert LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. In accordance with the voting results listed below, the appointment of Cherry Bekaert LLP was ratified by a majority of the votes cast.
|
For |
Against |
Abstain |
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42,911,888 |
39,928 |
82,208 |
Proposal Six-Adjournment Proposal: To transact such other business as may properly come before the stockholders at the 2026 Annual Meeting. Although the Adjournment Proposal received sufficient votes to be approved, no motion to adjourn the 2026 Annual Meeting was made because no adjournment was determined to be necessary or appropriate.
|
For |
Against |
Abstain |
Broker Non-Votes |
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28,176,545 |
481,843 |
71,944 |
14,303,692 |