Item
5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
In
conjunction with its Annual Meeting of Stockholders (the “Annual Meeting”) of Pure Bioscience, Inc. (the “Company”)
held on January 30, 2019, the Company’s stockholders elected Henry R. Lambert, Tom Y. Lee, CPA, Ivan Chen and Dale Okuno
to the Board of Directors to hold office until the next annual meeting and until their respective successors elected and qualified.
The
Company has also appointed Ms. Field and Dr. Hagen, who did not stand for reelection, to the Company’s food safety advisory
board.
Additionally,
on January 30, 2019, the Company appointed Mr. Lee as Chairman of the Board.
Item
5.03. Amendment of Articles of Incorporations or Bylaws; Change in Fiscal Year.
The
Board previously approved an amendment to the Company’s Bylaws (the “Bylaw Amendment”), effective upon the Annual
Meeting, to provide that, in addition to the Chairman, the Chief Executive Officer and the Board, holders of at least twenty-five
percent of voting power of the then issued and outstanding shares of the Company’s capital stock may call a special meeting
of stockholders.
A
copy of the Bylaw Amendment is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The foregoing description of the Bylaw Amendment does not purport to be complete and is qualified in its entirety by reference
to the full text of the Bylaw Amendment.
Item
5.07. Submission of Matters to a Vote of Security Holders.
The
Company held its Annual Meeting on January 30, 2019. Of the 71,582,122 shares of the Company’s common stock outstanding
as of the record date, 56,842,714 shares, or 79.40%, were represented at the Annual Meeting either in person or by proxy.
In
accordance with the Company’s Bylaws, the presence of the holders of at least a majority of the outstanding shares of common
stock at the Annual Meeting, whether in person or by proxy, constituted a quorum for the transaction of business at the Annual
Meeting. Votes “For,” “Against,” “Abstentions” and “Broker Non-Votes” were each
counted as present at the Annual Meeting for purposes of determining the presence of a quorum. Broker Non-Votes are shares held
in street name by brokers, banks or other nominees who were present in person or represented by proxy at the Annual Meeting, but
which were not voted on a proposal because the brokers, banks or nominees did not have discretionary authority with respect to
that proposal and they had not received voting instructions from the beneficial owner prior to the Annual Meeting. Under the Company’s
Bylaws, the directors are elected by a plurality of the votes cast in person or by proxy at the Annual Meeting, which means that
the director nominees who received the highest number of “For” votes were elected. Approval of each of the other proposals
requires the affirmative vote of a majority of the votes cast in person or by proxy at the Annual Meeting. Abstentions and Broker
Non-Votes are not considered to be votes cast under the Company’s Bylaws, and as a result, have no effect on the outcome
of the vote.
A
description of each matter voted upon at the Annual Meeting is described in detail in the Proxy Statement.
The
number of votes cast “For” and “Withheld” and “Against” and the number of “Abstentions”
and “Broker Non-Votes” with respect to each matter voted upon are set forth below.
(1)
Election of Directors. The Company’s stockholders elected each of Henry R. Lambert, Tom Y. Lee, CPA, Ivan Chen and Dale
Okuno, with the approval of 99.22%, 98.97%, 99.42%, and 99.42%, of the votes cast, respectively, to hold office until the 2019
Annual Meeting of Stockholders and until their respective successors are elected and qualified. The following table shows the
tabulation of the votes cast For and Withheld with respect to the election of each of the director nominees as well as the Broker
Non-Votes submitted for each director nominee:
Director
|
|
For
|
|
Withheld
|
|
Broker
Non-Votes
|
Henry
R. Lambert
|
|
31,154,123
|
|
246,232
|
|
25,442,359
|
Tom
Y. Lee, CPA
|
|
31,076,811
|
|
323,544
|
|
25,442,359
|
Ivan
Chen
|
|
31,219,241
|
|
181,114
|
|
25,442,359
|
Dale
Okuno
|
|
31,219,653
|
|
180,702
|
|
25,442,359
|
(2)
Ratification of Auditors. The Company’s stockholders ratified the appointment of Mayer Hoffman McCann P.C., with the approval
of 99.76% of the votes cast, as the Company’s independent registered public accounting firm for the fiscal year ending July
31, 2019. The following table shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions
submitted on this proposal:
For
|
|
Against
|
|
Abstentions
|
56,461,544
|
|
134,068
|
|
247,102
|
(3)
Executive Compensation. The Company’s stockholders, on a non-binding, advisory basis, approved the compensation of the Company’s
named executive officers, with the approval of 97.33% of the votes cast, as disclosed in the Proxy Statement. The following table
shows the tabulation of the votes cast For and Against this proposal as well as the Abstentions and Broker-Non Votes submitted
on this proposal:
For
|
|
Against
|
|
Abstentions
|
|
Broker
Non-Votes
|
30,348,464
|
|
832,349
|
|
219,542
|
|
25,442,359
|
No
other items were presented for stockholder approval at the Annual Meeting.