Item 3.03. Material Modification to Rights of Security Holders.
On
The Certificate of Amendment is filed herewith as Exhibit 3.1 and incorporated herein by reference in its entirety.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As discussed in Item 5.07 of this Report below, the Company's shareholders
approved the
The material terms of the 2022 Plan were described in the Company's definitive
proxy statement filed with the
The description of the 2022 Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2022 Plan, which is filed herewith as Exhibit 10.1 and incorporated herein by reference in its entirety.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As described under Item 3.03 of this Report, on
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
(1) elected 11 directors, each to hold office for a term to expire at the 2023
Annual Meeting of Shareholders and thereafter until their successors have been elected and qualified;
(2) approved the Certificate of Amendment to increase the total number of
authorized shares of the Company's common stock by 100,000,000 shares, to a total of 200,000,000 shares;
(3) approved the 2022 Plan;
(4) approved, on an advisory basis, the compensation of the Company's named
executive officers; and
(5) ratified the selection of
public accounting firm of the Company for the year endingDecember 31, 2022 .
The voting results of each of these proposals, which are described in more detail in the Proxy Statement, are set forth below.
Proposal No. 1 - Election of Directors
Director Nominee Votes For Votes Withheld Broker Non-Votes Thomas D. Brown 46,380,132 2,998,564 11,560,005 Wayne C. Burris 47,533,267 1,845,429 11,560,005 Louise L. Francesconi 47,389,907 1,988,789 11,560,005 Hany Massarany 47,107,233 2,271,463 11,560,005 Mark C. Miller 44,564,613 4,814,083 11,560,005 John Patience 47,210,760 2,167,936 11,560,005 Jack Phillips 47,535,672 1,843,024 11,560,005 Jack Schuler 46,117,612 3,261,084 11,560,005 Matthew W. Strobeck, Ph.D. 47,498,624 1,880,072 11,560,005 Frank J.M. ten Brink 47,531,574 1,847,122 11,560,005 Charles Watts, M.D. 46,066,960 3,311,736 11,560,005
Proposal No. 2 - Approval of Certificate Amendment
Votes For Votes Against Abstentions
58,269,978 2,634,362 34,361
Proposal No. 3 - Approval of 2022 Plan
Votes For Votes Against Abstentions Broker Non-Votes
39,993,384 9,273,270 112,042 11,560,005
Proposal No. 4 - Approval, on an Advisory Basis, of the Compensation of the Company's Named Executive Officers
Votes For Votes Against Abstentions Broker Non-Votes
39,802,101 9,471,004 105,591 11,560,005
Proposal No. 5 - Ratification of Independent Registered Public Accounting Firm
Votes For Votes Against Abstentions
59,651,454 1,254,724 32,523
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment to the Certificate of Incorporation ofAccelerate Diagnostics, Inc. 10.1Accelerate Diagnostics, Inc. 2022 Omnibus Equity Incentive Plan 104 Cover Page Interactive Data File (cover page XBRL tags are embedded within the Inline XBRL document)
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