Item 5.07. Submission of Matters to a Vote of Security Holders
The annual meeting of stockholders of the Company was held on August 31, 2017 (the “Meeting”) at the offices of Goodwin Procter LLP, 601 South Figueroa Street, 41st Floor, Los Angeles, CA 90017. According to the inspector of elections, the stockholders present in person or by proxy represented 31,735,863 shares of common stock (entitled to one vote per share). At the Meeting, the Company’s stockholders voted on Proposals 1, 3, 4, 5, 6, 7, 8 and 9. To allow additional time for stockholders to vote on Proposal 2 (Approval of an amendment to the Company's Second Amended and Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Company's outstanding shares of common stock), the Company adjourned the meeting with respect to such proposal until 9:00am on September 18, 2017 at the offices of Goodwin Procter LLP, 601 Figueroa Street, 41st Floor, Los Angeles, California, 90017. This Current Report on Form 8‑K will be amended to report the results of Proposal 2 once the final results are received by the Company. The final results for Proposals 1, 3, 4, 5, 6, 7, 8 and 9, as set forth in the Proxy Statement, are set forth below.
Proposal 1: Election of Directors.
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Director
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Votes For
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Votes Withheld
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Broker Non-Votes
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Holly A. Van Deursen
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6,755,746
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1,755,476
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23,224,641
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Yon Y. Jorden
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6,833,825
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1,677,397
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23,224,641
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Paul DeWeese
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6,778,484
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1,732,738
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23,224,641
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Darren R. Jamison
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6,438,875
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2,072,347
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23,224,641
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Noam Lotan
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6,374,326
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2,136,896
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23,224,641
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Gary J. Mayo
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6,361,536
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2,149,686
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23,224,641
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Eliot G. Protsch
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6,354,779
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2,156,443
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23,224,641
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Each of the individuals listed above was elected as a director of the Company to serve until the next annual meeting or until his or her successor is elected and qualified.
Proposal 3: Approval of the NOL Rights Agreement, dated as of May 6, 2016, with Computershare Inc., as amended
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Votes
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6,460,415
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1,834,076
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216,731
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23,224,641
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The stockholders voted to approve the NOL Rights Agreement, dated as of May 6, 2016, with Computershare Inc., as amended.
Proposal 4: Approval, for purposes of complying with applicable NASDAQ Listing Rules, the potential issuance of more than 20% of the Company’s Common Stock pursuant to the Company’s October 2016 offering of securities
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Votes For
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Votes Against
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Votes Abstain
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Broker Non-Votes
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5,684,102
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2,656,630
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170,490
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23,224,641
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The stockholders voted to approve, for purposes of complying with applicable NASDAQ Listing Rules, the potential issuance of more than 20% of the Company’s Common Stock pursuant to the Company’s October 2016 offering of securities.